ZeroBen's Amazing SpiderMan
by ZeroBen
Summary: Action-Packed Spider-Man Reboot taking place in my own Marvel Universe. At 16, Peter's got a lot on his plate. Toss in a spider-bite, some powers, new girl Mary Jane, best friend Harry Osborn, working with Doctor Connors, school, and the pain of mysteriously losing his parents at a young age. But, what seems random and chaotic, might end up being part of the plan all along.
1. Accidents Part I

**DISCLAIMER: I don't own Spider-Man or any related Marvel/Disney characters. **

**NOTES:** _This takes place in the same universe as my Iron Man and Thor fics. It starts up much later, though. I'm planning on a year long gap between when Iron Man ends and Avengers begin. So, this starts around the end of Iron Man. By this point in the universe, you have Iron Man, Captain America, Thor, Hulk, Hawkeye and Mockingbird. You have SHIELD and you have other minor heroes operating around the globe as well. This is a very Marvel world where Supherheroes and Supervillains are common place. _

**ZeroBen's Spider-Man **

**Chapter 1- "Accidents" Part I **

It's a brave new world. An entirely new frontier. There's Iron Man, Captain America, Thor, Hulk and many others. There's SHIELD and SWORD. There have been numerous super-powered battles. Science and technology have been pushed to their limits and beyond. For one thirsting for everlasting and unending knowledge of all things scientific, there may never be a greater time to be alive.

Sixteen year-old Peter Parker was fascinated by such things. While other guys his age had their minds filled with girls, money and what they were doing this weekend - his best friend, Harry Osborn included - Peter was pre-occupied with expanding his mind further and further. For example, many guys his age were excited by there being a superhero named Iron Man, and all his adventures. Much more than that, Peter wanted to know how the suit worked. How it was able to fuel itself? How was it able to do all the cool things it could?

Peter Parker was fascinated by the science of superheroes. He craved knowledge, just had to somehow learn everything possible.

Tomorrow would be a great stepping stone. Because, tomorrow, Midtown High School was going on a field trip to Oscorp. A corporation created, owned and ran by Norman Osborn. Whom was the father of Peter's best friend, Harry Osborn. Which made it possible for Peter to receive a little insider information. It was a big secret, but Harry had found out that his father had recently joined the so-called super-soldier arms race. Some kind of formula had been developed, but Harry didn't know anymore.

Peter couldn't wait. Despite still having a full day to go, he had already began counting down the hours until the bus left tomorrow morning. It was just so exciting. The anticipation was giving him goose bumps. He couldn't recall being in this good of a mood in quite some time. Not since... Since...

In his bedroom, Peter looked to the framed photograph of he and his parents. Richard and Mary Parker. It was the last photograph that they had taken together. Six years ago, when Peter was ten, his parents had been trapped in a building fire. It was a fluke thing, a stupid little gas leak that no one discovered until it was too late. Both of them were dead, their bodies nothing more than charcoal. It brought a tear to his eye whenever he thought of them.

After the accident, Peter moved to New York to live with his uncle Ben and aunt May. Ben was Richard's older brother by more than a few years. They had always been close with Peter before the deaths. So, it was the only logical next step, to have him move in with them. Ben and May understood they could never replace Peter's parents. But, they would always love and take care of him all the same.

"Peter?" aunt May peeked her head through the open bedroom door, finding her nephew staring at the picture of his parents, "It's almost time for school."

Peter snapped out of his little trance, straightening his black-framed glasses and grabbing his backpack up off the floor, moving quickly past his aunt May...

Seeing he was troubled by something, she reached an arm to slow him, "Are you all right?"

"Yeah," he shrugged like it was nothing, coupled it with a fake chuckle, "Just lost track of time."

"If you say so," May knew better, but wasn't going to push the envelope. If he wanted to talk about what bothered him, he would. At least, that's what her friend Anna kept telling her.

"You guys signed the permission slip, right?" Peter asked as he headed downstairs, walking straight into the kitchen.

"It's on the table," May answered, walking down the stairs.

Peter spotted the sheet of paper on the kitchen table. Then he saw his uncle Ben with his face buried in the newspaper. He was a career electrician that had been laid off last month. Not having a job was driving him insane. It was like he had bugs crawling on his skin. He had to be out there in the world, doing something, making a difference somehow.

"There he is," Ben said from behind the paper, "Cuttin' it a little close, though."

"Lost track of time," Peter recited the line, grabbing the permission slip and sticking it in his backpack.

"Sit down," May said as she passed the table en route to the stove, "Bacon and..."

"I'm good," Peter grabbed a plain bagel and slapped a little cream cheese on it before turning toward the front door.

"Oh no no no," May halted his progress, "You got time. Sit down and eat something real."

Peter stopped and took a seat at the kitchen table, awaiting breakfast to be served.

**:::Oscorp::: **

Dr. Van Adder hated it when he had to be the bearer of bad news. Especially when said bad news had to be delivered to his employer, Norman Osborn. With each step that he drew closer and closer to Norman's personal office, the beads of sweat grew a little thicker, ran a little faster. Mr. Osborn was not someone who took kindly to bad news, no matter how great or small.

Van had arrived at the door with a plaque that read Norman Osborn. With a deep breath and straightening of his lab jacket, Van knocked. Not moments later, he was let inside.

Norman Osborn. The man who had built this corporation from the ground up. In the beginning, Oscorp was merely a dream mixed with an idea. Now, it was one of the strongest corporations in the world, boasting various locations. As well as being one of the single most profitable businesses there were. Second only to Stark Resilient.

"Yes?" Norman asked in his typical deep tone, sitting at his desk, sorting through different files on his laptop.

Another deep breath and an attempt at clearing his throat, Van Adder found difficulty in speaking. He hated this. Even though it wasn't his fault, it was always him going to Osborn. Never anyone else. And, because of that, he was the one who was always getting punished for mistakes he never made. It wasn't fair.

"Speed this up, Adder."

Van summoned the bravery needed, "Th-there's been a... an accident."

Norman cocked a brow, "Accident?"

"Maybe not so much an accident as a..." he searched for the words, "... Minor mistake in placement."

"Fair enough," at least Norman attempted to remain calm, "What happened?"

Van swallowed hard, fearing his job would soon be terminated, "We've lost a G.E.S."

"Lost?" the calmness was significantly more difficult to maintain, "You lost one of the spiders?"

"It would seem as so."

With a stern facial expression, Norman stood up, palms flat on his desk, those eyes staring daggers through the lowly scientist, "Am I the only one who understands the importance of those spiders? What they mean for Oscorp's future? What they mean for the entire world's future?"

"No, sir," Van said, "We all do."

"You do?" Norman slammed his fists upon the desk, face twisting into an almost evil expression, "YOU DO?"

Van had been startled badly, "I'm so sorry. W-we all are."

"Fantastic," venomous sarcasm from Osborn, "Tremendous, even. You're all so sorry, so apologetic. You all feel really bad. Well now, that makes up for your grave mistakes, doesn't it?"

Van knew his boss was being sarcastic, "Not to undermine the importance of having all of them. But, we do still have nine healthy G.E.S. specimens. That's more than enough."

"Of course," Norman nodded, "Of course. That's why we made ten instead of nine, because we only needed nine in the first place."

"I'm very terribly sorry."

"How did this happen?"

"Uhh... Well... D-during," Van stammered nervously, tripping over his own words "Well... While we were preparing the exhibits for the field trip, one of the cases were knocked over. No one saw it until it was too late. Only nine spiders are accounted for."

"Subtract the GES display from the exhibit," Norman stated.

"Sir, with all due respect," Van knew he was really stepping in it, "It's already been announced. Tomorrow's the field trip, then this weekend is the..."

"As far as the spiders go... It's all cancelled," Osborn said, "We have plenty other experiments that we can display."

The best thing Dr. Van Adder could do at the moment was admit defeat and simply agree with everything his employer said from then on out. If Norman Osborn wanted the GES display taken off the list, then that's what he would receive.

Van then turned to make his leave, but was stopped, "We're not done yet, Adder."

The scientist sighed and turned around, knowing this was the end of the line for him, "Yes, sir?"

Norman greatly enjoyed this. He enjoyed the fear he put into his employees. The looks on their faces, the sweat, the skips in their breathing patterns. They were all so god damn afraid of him. The fear was thick. He loved it, like a drug. It made him feel powerful, it supplied him the strength to be a titan of industry. To be the man he was.

"Your contract with the Osborn Corporation is now invalid."

Van's heart sank, shoulders slouched, world crashed like grass around him. He had worked here for the past ten years. And now he was fired? All because his co-workers were too big of cowards to face Mr. Osborn themselves?

Dr. Adder nodded his head, "I understand, sir. I'll collect my things immediately," and he turned for the door once more.

Yet, he was stopped again by Norman, "However, I'm giving you a chance at redeeming yourself."

Adder was listening.

"You find that spider," Norman explained, approaching Adder in an ominous way, truly becoming the dark side of his conscience, "You put it right back where it's supposed to be. And then, you are not only re-hired. But, you tell me who you want to be sent home. And, I will make it happen."

Van turned his head, stunned by those words, "Tell you who I want fired?"

"Yes."

Dr. Adder was a good man, an honest man. Certainly, his co-workers had rubbed him the wrong way recently and were usually throwing him under the bus. But, to be the reason that one of them lost their job? Their only source of income? As tempting as it sounded, that just wasn't him. It wasn't something that he would be able to live with.

"I can't do that," he said.

"I'll be honest with you, Adder," Norman crossed his arms, "I've always seen a lot of promise in you. A lot of potential. Bravery, too. I mean, it is always you who comes to me when something goes awry."

"Because no one else will."

"Exactly," Norman said, "Exactly, Adder. No one else will. They don't respect you, Adder. They know you're the leading scientist here. They're threatened by you. For all intents and purposes, you have them right where you want them."

This was making Dr. Adder very uncomfortable. It felt almost like Mr. Osborn was trying to mold him into something. It was odd and quite ominous. Now, if Vance had an opportunity to reclaim his job and position here at Oscorp, he needed to act quickly.

"If you would excuse me, sir, I'm going to try and locate the spider."

"Very well," Norman replied as Adder exited the office. Norman took a breath and walked over to the windows behind his desk. His hands clasped behind his back, he stared out into the morning sun peeking above the New York skyline. Losing a GES specimen was a setback, no two ways around it. However, there may have been a silver lining hidden within this dark cloud.

**:::Midtown High School::: **

Being a Sophomore at Midtown High wasn't always the easiest thing in the world to endure. You weren't considered a noob any longer because you were a step-up from being a Freshman. However, you weren't a Junior or Senior, so you didn't have much juice to work with. Essentially, you were the meat of a sandwich.

At the moment, since the weather was pleasant and warm, most of the student body were eating their lunches outside. As they usually did, Peter Parker and Harry Osborn sat together amidst the masses. Looking around, you could see other notable students. Such as the quint-essential jock, Flash Thompson and his sidekicks, Kenny 'Kong' McFarlane, and Hobie Brown.

There was also Randy Robertson, Jessica Jones, Felicia Hardy, Eddie Brock, Kitty Pryde, as well as best friends Bobby Drake and Johnny Storm. To the side, one quiet blonde girl shrouded in goth clothing sat alone with her lunch. This was the NYPD Police Captain's daughter, Gwen Stacy.

"She always looks so sad," Peter commented, drinking a soda.

"The life of a cop's daughter can't be easy," Harry said rather simply.

"I don't think she has any friends," Peter said, "I mean, I've never seen her talk to anyone. Well... willingly talk to them."

"That's the way she likes it, dude," Harry replied, "She's all dark. Probably writes suicidal poetry and zombie stories where she's the sole survivor."

"That's kinda mean."

Harry just shrugged as he ate his lunch, "Some chicks just hate the world. And Gwen Stacy's one of them."

"But, why?" Peter was curious, "There has to be a reason. Something more than just being a policeman's daughter."

"Imagine if your uncle was a cop in a world where there's gods of thunder, giant bad guys and super-powered battles. What if what happened in San Francisco last year happened here?" Harry raised an interesting point, "Your uncle Ben's an electrician and my dad's got an office job. But, her dad? He's out there every day fighting the..."

"Sup, losers?" Flash Thompson and his buddies.

"Real creative," Harry remarked dryly.

"Yeah, I know," Flash chuckled and received a high-five from his pals, "So, I been thinking..."

"Wow," Harry laughed, "That's an improvement."

"Watch it, Harvard," Hobie warned him.

"Fine," Harry said, "Flash, what do you want? If it's lunch money, we already spent it."

"That's the thing," Flash smirked, "I've decided to be nice and stop with the lunch money."

"Really?" Peter was skeptical, but hopeful.

"Yeah," Flash resumed, "Now, you're just gonna do my homework. And, as long as you do, then I won't take your money. We got a deal?"

Harry had heard enough and decided to take a stand, "What's your problem? You got the girls, the trophies, the popularity, and a scholarship to Syracuse just waiting for you. Why do you always have to mess with us?"

"Simple," Flash moved close, inches away from Harry in a threatening way, "'Cause I can."

Harry wanted to put an end to it right then and there. Wanted to punch Flash right directly in the nose, breaking the bone and watching with a smile as the blood flowed. Harry's fists both clenched white-knuckle tight. His heart started picking up the tempo, the adrenaline ran thick.

Into the scene walked Flash's girlfriend, his trophy. The young woman who Harry saw as the single most beautiful girl that God ever created. Her name was Elizabeth Allan, better known as Liz. She had just walked up with fellow cheerleader, Sally Avril, who happened to be Hobie's girlfriend.

Liz Allan was the dream for Harry Osborn. Alas, she seemed to be a dream that would never come true.

Harry relaxed his stance, calming down once Liz was there.

"I told you," Liz turned to her boyfriend, "Leave these guys alone."

"Ew," Sally spoke up, "Sticking up for the lesser species is so socially suicidal."

"C'mon," Liz directed them away, "Let's go."

"You're just lucky my girlfriend is such a humanarian," Flash said as they started walking away, passing by Gwen, "Outta the way, Twilight!"

Gwen paid no attention, ignoring him while writing in her notebook.

Wait... _Humanarian_? It was supposed to be humanitarian. Idiot.

Harry sighed as he watched them leave, specifically Liz. Peter patted him on the shoulder, "No worries, buddy. She's bound to wake up eventually."

"Doubt it," Harry grabbed his things as lunch ended and everyone headed inside.

"No," Peter had thought this through, "Statistically speaking, the head cheerleader and star football player don't end up together. Plus, given Liz's nice personality and Flash's crappy one, and also the fact that you're rich..."

Harry laughed, "Ah, Pete, you always know how to make me laugh."

"I do what I can."

**:::The Parker Household::: **

Peter was on his way home, having literally just stepped onto his street. It was later in the evening, the sun having just finished setting. He was coming home a bit later than usual, but had already alerted his aunt and uncle ahead of time that he would be taking a trip to the local library after school to study for an upcoming quiz.

Peter noticed a moving truck parked out front next-door to his house. Was Anna Watson moving out? No, couldn't be. The truck's trailer was much too small. Was someone moving in? Oh wow, did Anna find herself a new beau? Oh god, why did he just say beau?

Anyway, Peter kept walking, hands in his pockets, curious but not nosy. Okay, maybe a little. As he started to pass by Anna's property, uncle Ben emerged from inside the house, waving goodbye to Anna and...

"Nice to finally meet you, Mary Jane," Ben smiled as he closed the door, then saw Peter walking by, "Hey there, Pete. How goes the study session?"

"Good," he answered simply as they came up on their house, "Who moved in?"

"Anna's niece, Mary Jane," Ben explained as they entered their home, "She's actually your age."

"There's my boys," May smiled, "Just in time, too. Dinner is ready."

"I didn't know Anna had a niece?" Peter set his backpack down and headed for the kitchen table, taking his seat.

May seemed a little apprehensive to say anything as she served Peter and Ben their dinners, "Well, Anna's a very private person."

"No, she's not," Peter laughed, "I think she created gossip."

"You be sweet, Peter," May scolded.

"Sorry," he mumbled, starting on his meal.

Ben and May glanced at each other briefly, and Peter picked up on there being something they weren't telling him about. Aunt May sat down, seeming troubled.

"What is it?" Peter asked.

"He's going to find out, anyway," Ben said to his lovely wife, "Maybe it's best if we told him."

May sighed, "I suppose you're right."

"Is it something bad?" Peter wondered, now a little scared of what he was about to hear.

May explained enough so Peter would be aware of the situation, but not too much that he was privy to all the dreadful little details, "Anna's sister was always a good woman. She, Anna and I were best friends for many years in our childhood. But, then she met a man. And, in the beginning, he seemed perfectly all right. He and your uncle used to go to ball games together as often as they could."

She continued, "Little did we all know, he had a horrible mean streak. One day, purely by accident, Anna and I spotted a bruise on her side. And, from that day forward, it just got worse. He started drinking and she did as well. And, the abuse didn't stop until..." May swallowed a lump in her throat, "Mary Jane came along. Then he started hitting her when she was five years old."

"Pete," uncle Ben leaned forward on the table, speaking quietly, "Mary Jane has been through hell all her life. It wasn't until now - thank god - that Anna was finally able to get custody."

"We were all hoping that maybe you could try and be her friend," May said, "Help her get her life back on track."

"Help her get her life back on track?" Peter couldn't believe that, yeesh, talk about pressure, "You can't say that to me. How am I supposed to do that? Until twenty minutes ago, I didn't even know she existed."

"Peter..."

"No," he stood up from the table, "No, I feel really bad. I do. But, I have the exam coming up. I have that internship with Doctor Connors at ESU in two months, I have a lot on my plate."

"Pete," Ben stood up as well, "No one's forcing you to do anything. We just thought that with you two now being neighbors, that you could just help her fit in at your school."

Peter laughed, what a joke that was, "I don't even fit in! Just today, Flash Thompson told Harry and I that we need to do his homework for him or he'll take our lunch money. How classic is that?"

May turned her head in disgust, "How juvenile, is more like it."

"Bullies," Ben shook his head, "It's all the same with them. They just don't realize that with great power comes great responsibility."

Peter knew that expression well. It must have been his uncle's favorite line because he was always reciting it every chance he got. It did ring true, though, that much for certain. It also got Peter to thinking...

He had found himself in a situation where he had the power to do something good to help out this Mary Jane. And if he had the power to do that, then it was his own responsibility to see it through.

"Okay," he said, "I'll try to help her out. If she wants, we could go to school together tomorrow. Wait, no, the field trip."

"She's starting on Monday, anyway," May explained, "And, thank you Peter."

**:::Little Later::: **

Time to call it a night. Peter Parker was getting ready for bed, though he figured in not being able to sleep well due to tomorrow being the big day. However, his thoughts weren't centered on the trip to Oscorp. He found himself thinking more about this Mary Jane. How bad had she had it all her life? Aunt May and Uncle Ben didn't go into details, but they alluded to there being a long history of abuse.

Of course, Peter wasn't going to say anything to Mary Jane about him finding out her history. If she wanted to tell him, that was a different story. Assuming that she even wanted to talk to him, though. If she was anything like the other girls at Midtown High, save for Liz Allan - but that was more because of Harry - then she wouldn't want anything to do with him. And that would really throw a kink into the plan, now would it?

Peter yawned and killed his light. He then went over to his bedroom window to close it. That's when he discovered that his and Mary Jane's window were directly across from each other. Her blinds were closed, but the light was on so he could sneak a peek at a shadowy silhouette. She was walking back and forth, more than likely setting things in their proper place.

Then he sighed, realizing he was being a bit of a peeping tom...

"With great power comes great responsibility," Peter remarked humorously to himself as he shut his window and then went to bed.

_**::::::::::::::::::::::::::::::::::::::::::::::::::ZEROBEN'S SPIDER-MAN::::::::::::::::::::::::::::::::::::::::::::::::::**_

_I wasn't going to add Spider-Man to this universe. But, the more I thought about it, the more I realized he needs to be part of it. Hulk was going to be the next addition to the universe, but I decided to keep him in Iron Man and Thor rather than give him his own. So, here you have Spider-Man in his own story. While there are other heroes, it's not going to be like he constantly has help._

_Final note; I know I've bailed on Spider-Man before. Countless times. Whether from lack of reviews or the last one because I wanted to focus on Iron Man. But, this one is an entirely different approach. This is an entirely different universe. And this is a promise... I will finish this story._


	2. Accidents Part II

_Chapters won't always be updated this fast. I just wanted to get the ball rolling with this first arc._

**ZeroBen's Spider-Man **

**Chapter 2- "Accidents" Part II**

The morning.

Finally. The time had come for the Midtown High field trip to Oscorp. With Harry by his side, Peter anxiously waited to get on the bus. As luck would have it, Peter - his camera hanging from his neck in that old-school way he loved - and Harry would be riding on the same bus as the "Tour Guide" for the trip, Doctor Curt Connors. The man worked at Empire State University and knew Peter well, having already signed the boy up to help him out later in the year.

"I get that he's your idol and all," Harry said as they waited, "But, dude kinda creeps me out. I mean, he only has one arm."

"How is that creepy?"

"Like... How did he lose it?" Harry wondered in an odd way, "Car accident? Carpentry accident, or did a giant lizard gnaw it off?"

"Giant lizard?"

"Hey, there was a giant dragon."

Peter ignored the mentioning of Fin Fang Foom, "Look, he's not creepy. I mean, I know a lot of people have this opinion of him that he's wierd. But, he's actually really cool."

"Speaking of creepy," Harry murmured from the side of his lips as Gwen Stacy passed by them.

"You're so rude," Peter commented to his friend, "See, this is why you're not with Liz. Bad karma."

"Liz," Harry sighed, running a hand over his blonde hair, "Don't remind me. I still don't see what she sees in Flash."

As if on cue, Peter and Harry spotted Liz, Flash, Kong, Sally and Hobie all boarding the second bus. Figures they wouldn't want to ride on the first. Must have been too cool to be in front. Which didn't make any sense if that was the case. And also unfair... No one was being let on the first bus yet while all the others were.

"So, how's Papa Osborn?" Peter asked somewhat comically while the waiting continued.

Harry shrugged, "Buried in his work as usual."

"I read in an article last night at the library that he's actually closing in on Stark Resilient in profit? Closer than anyone else."

"That's because of you know what," Harry referenced the super soldier formula.

"Still," Peter said, "It's a huge accomplishment."

"Yeah, can we just avoid the subject?" Harry asked, not in the mood to talk or hear about his father.

"Sure, except for the glaring fact that we're going to his corporation's main headquarters in less than an hour."

Another sigh from Harry, his head dropping, "It's just... He's not a dad, you know what I mean? He never bothers with me. And, when we do talk, it's about grades or Oscorp business. For once, I just wish he'd be like... Hey, Harry, how was your day?"

It was when Harry mentioned the lack of a relationship he shared with his father that Peter realized how lucky he was that his had always spent time with him. And then, uncle Ben filling in the role. Peter was blessed, and very thankful of that fact.

"Hey, guys," a mutual friend of Peter and Harry, Randy Robertson, "You on the first bus, too?"

"Yeah, if we ever actually get on it," Harry responded.

"Where is Connors, anyway?" Randy asked.

"Who knows?" Harry answered.

Peter knew Doctor Connors had a bit of a bad reputation amongst the students of both Midtown High School and Empire State University. But, Peter didn't share their opinions. He saw Doctor Curt Connors for the man he was. A genius in biology and genetics. In fact, his recent work with reptilian DNA was fascinating. If all went according to plan, Doctor Connors may very well change the face of modern medicine for generations to come.

"You know what, don't be too rough on the guy," Harry joked with Randy, "After all, he is Pete's idol."

"Oh, that's right," Randy grinned, "Sorry, Pete."

"Ha-ha," Peter rolled his eyes, "You guys are hilarious."

From the background, there came Dr. Curt Connors, wearing his typical trench coat with the right arm sewed up. It was his right arm that was gone. He stepped lightly yet quickly through the crowd, his left arm raised to try and get their attention...

"People, I apologize for the delay," he announced, "But, I'm here now. So, let's get this field trip on the road, shall we?"

Harry and Randy went ahead, boarding the first bus as did the rest of the students that were supposed to. Peter hung back for a few seconds, wanting to talk quickly with Doctor Connors.

"Hi, sir," he greeted.

"Peter," Connors smiled, "It's been awhile. How have you been? Haven't chickened out of the internship yet, have you?"

"No," he quickly shook his head as the students passed, "No way. I've been looking forward to that ever since you made the announcement."

"Good to hear," Connors replied, "Now, let's go. Time - as they say - is a wasting."

**:::Oscorp::: **

In the bathroom mirror, Dr. Van Adder stared at himself. His tired face, bloodshot eyes, the bags under his eyes, the mess that was his hair. Even the color had been drained. Yesterday he couldn't find the spider. So, he arrived as early as possible this morning to resume his search. Yet, he once again came up empty. It was useless. There was no finding it. It might as well have been the tiniest needle in the world's largest haystack.

He could keep trying. Keep sorting through security footage, keep checking behind every cabinet, every desk, within every closet. But, it would do no good. While it may be possible to find the spider, Van just didn't want to at this point. Why even try? Once he did, the only way to keep from getting fired was to pick out another scientist for Norman Osborn to dispose of.

Adder just couldn't do that. Didn't want to, anyway. Therefore, it was time for him to bite the bullet. He would march into Mr. Osborn's office and tell the man in charge of this entire corporation that he wouldn't go through with this any longer. If Norman wanted to fire him... Then, so be it.

Van Adder needed this job, though. Where else could he work as a scientist and get paid this much? He had his wife at home to think about. Soon, they would finally be starting the family they always wanted. The dream house. The life.

But still, regardless of that, how was he supposed to find the spider? It was a seemingly insurmountable task. Maybe he would try for one more day. And then, he would re-think this entire situation.

**:::The Parker Household::: **

May was seated in her favorite chair reading a good book. One of her favorites, actually. She must have read it twenty times over. But, that did nothing to spoil her enjoyment of the story. Ben was gone for the day, back on the hunt for a new job. He was willing to think outside the box and look for something that wasn't asking for an electrician. It wouldn't be what he knew best, but something was always better than nothing.

Taking her away from her book was knocking at the door. May wasn't expecting any company, so she assumed it was another salesman. That's why there was a broom placed behind the front door. However, as she reached for the broom, May realized that her visitor wasn't a salesman. It was Mary Jane. And god, the poor girl still had a thick bruise encircling her right eye. A parting gift from her father.

"Mary Jane," May opened the door, "What a pleasant surprise. Come in, come in," she stepped aside and Mary Jane slowly entered the home, "Can I fix you anything to eat?"

Mary Jane shook her head, her long red locks of hair falling around her face, "I just ate a sandwich, actually."

"Well, at least let me pour you a glass of lemonade," May lead the way into the kitchen, "Come on, don't be shy."

Mary Jane obliged, following the older woman into the kitchen, "I'm sorry to come over here. Just... my aunt isn't home until..."

"You listen to me, sweetie," May poured the drink into a glass and gave it to Mary Jane, "You needn't worry or ask. Whenever you want, you come right over."

"Thank you," Mary Jane sat at the table, appearing a bit jittery, "My aunt said that I could, but I wasn't sure."

Mary Jane was a beautiful girl. Her fiery red hair, her bright green eyes. But, everything that came with having an abusive father was weighing her down. She had a tired and nervous look on her face that was difficult to get rid of. She was obviously on edge, not able to keep still for long at all without shifting in her seat or looking over her shoulder.

May felt compelled to say something, "You're safe here, Mary Jane."

Mary Jane simply nodded, a bit shy, "Umm... Would it be okay... If I just stayed here until my aunt gets home? I mean, if..."

"Perfectly fine," May assured her.

"I won't bother you," Mary Jane said, "I'll be quiet. I just... Don't want to be alone, if that's okay."

"I would offer TV, but we had the cable shut off," May tried to think of something Mary Jane could do to occupy herself, "Oh, Peter has computer games. Umm... I forget what the silly thing is called."

"That's okay," Mary Jane shook her head, "I don't think he would want a strange girl in his room when he's not here."

"You have a point," May realized.

"Do you have any books?" Mary Jane asked.

"Yes, that I do have," May showed Mary Jane a cabinet filled with different books, "I was actually just reading, myself."

Mary Jane pointed to one, touching it with her finger, "May I?"

May chuckled at the girl being so polite and sweet, "Whenever Anna is here, she never has to ask. The same goes for you, Mary Jane."

"Thanks."

**:::Oscorp::: **

Surprisingly, this was Peter's first time at Oscorp. You would think that considering how Peter had known Harry for years and the unsettling admiration that Norman seemed to have for Peter, that the boy would have visited sooner. But, that wasn't the case. This was the first, and he could not have been any more excited, though he tried his best to keep himself calm and composed.

"Okay, people," Doctor Connors addressed the large group of students just after entering the building, "Listen up. Everyone needs to stay with their appointed group while you're here. Which means, your chaperone needs to know where you are at all times. Which also means, you cannot stray from the pack. If groups are close together and you want to mingle, then fine. But, you must stay a reasonable distance from your group at all times. If not, then detention comes your way, as well as a twenty page essay on why you thought it was a good idea to break the rules. Do we have an understanding?"

"Yes, Dr. Connors," the students mumbled together.

"Doctor Connors," Peter spoke up before everyone scattered, "How about a picture of you in front of everyone?"

The proverbial sea of students all groaned in unison.

"Way to raise our popularity, Pete," Harry commented to himself as Doctor Connors got in place and the photograph was taken by Peter.

"All right," Doctor Connors started walking, "Disperse in an orderly fashion."

Thankfully, the Midtown students stayed with their appointed groups and respective chaperones, which was a miracle in itself.

As he knew he would, Peter closely followed Doctor Connors. Peter snapped pictures whenever he could. Everything was just so thrilling. Different experiments, different ideas and future plans. And then there was the first big shock of the trip...

"Whoah, what is that?" Peter asked in an amazed tone, moving in front of Doctor Connors, something catching his eyes. He had to clean his glasses to make sure he was seeing this right. It looked unreal. Then again, in this day and age, it seemed like anything was possible...

"Dr. Otto Octavius' mechanical arms," Doctor Connors announced to the group. "Too bad he couldn't be here in person."

There were different monitors centered around a display showcasing a man in a long white lab coat with four mechanical arms moving out from a harness secured around his waist.

"Hello, my name is Otto Octavius, a scientist here at the Osborn Corporation. My apologies for not being there in person. However, I do believe that you all will find this video suitable for the time being," the man was talking on the screens, standing in an average laboratory, "Fusion technology. Combining different things to create one that is greater than the sum of its parts. In this case, you see these arms," he announced, the mechanical arms coming to life.

"Think of what we can accomplish given the ability to do more at once. See, that was the thought that gave birth to this idea. But, you don't care about that, do you? No, not you kids, you just want to know what these can do. So, I'll save the science for the adults," Otto grinned.

Peter sighed, suddenly feeling left out. What was the point of hanging around this particular exhibit if he wasn't going to learn anything substantial? Completely pointless.

So, Peter moved onto the next. And, just as he did, a rather bulky looking red and blue spider came down on its web, right in that exact spot Peter had just been standing.

The next display was only a display, nothing else. It was a combination of an advanced jetpack and glider wings. All green in color. The name it was given was Project: Vulture. Peter snapped a picture.

Then Peter curiously looked around, discovering that something was missing. Then he became aware of what that something was.

"Doctor Connors?" he asked.

"Yes?"

"Where's the GES?"

"They should be... Wait a minute... That's a good question," Doctor Connors looked around the various exhibits and displays. He then asked one of the representatives for Oscorp, "Excuse me? Where are the spiders?"

Little did anyone know - especially Peter - one of those Genetically Enhanced Spiders had landed on the floor and had crawled onto the back of Peter's shoe, then up his pant leg.

"Very sorry, but they weren't ready to be presented," the person explained.

"Not ready?" Doctor Connors was taken back by that, "The announcement was made, promises were made."

"Again, I'm very sorry," the representative explained in a little greater detail, "At the last minute, Mr. Osborn was made aware of an issue. Therefore, he didn't feel comfortable presenting a something that wasn't all it could be."

The spider was now crawling around Peter's backpack.

"Sorry, Peter," Doctor Connors apologized, "I know how excited you were to see those arachnids."

"I'll live," Peter shrugged, his backpack bouncing just enough to throw the spider off, but it managed to spin a web and reclaim its place. This time, crawling inside. No one the wiser of its tiny intrusion.

"So," Harry nudged Peter's shoulder, "Amazed and astonished yet?"

"Why do they have to dumb everything down?" Peter complained, "The Dr. Octavius presentation was awesome until he said he was saving the science for adults. And then there's Project: Vulture. But, no explanation as to how it works."

"You really don't know why?" Harry figured Peter would catch on fast. Yet, Peter just shook his head, "Dude, my dad is all about showing you something without showing you the recipe."

"Oh," Peter rolled his eyes, feeling dumb that he didn't think of that, "He doesn't want anyone to copy anything."

"At least... Not successfully," Harry added.

Then there was Flash Thompson and his goons. With Doctor Connors otherwise occupied with other things, this gave Flash an opening to possibly get a little revenge on Peter and Harry because of yesterday.

"Big mistake, girls," Flash confronted the both of them, "Making me look like a fool in front of Liz."

"We didn't do anything," Peter corrected, "It's not our fault she doesn't share your enthusiasm for torturing us."

"What's that, Puny Parker?" Flash shoved Peter, his backpack shaking, an ominous yet unheard little ticking noise starting then stopping from inside.

"Back off, man!" Harry shoved Flash, who accidentally bumped into Gwen Stacy.

"Watch it, Twilight!" Flash angrily barked at her.

"How about you do the same?" Gwen stood up for herself, sick of the taunts and teasing from the football star. Clenching her fists, she prepared to take a swing at Flash Thompson.

"Okay, okay," Peter stepped in between everyone, seeing that this already tense situation was reaching a boiling point, "So not really the greatest time for this. Oscorp, lots of breakable things? Lots of expensive breakable things?"

"That's right," Flash grinned in sickening manner, looking at Harry, "Wouldn't wanna piss off daddy, now would we?"

"That's it, I'm so sick of your..." Harry growled before being interrupted.

"That is enough," Doctor Connors had been made privy to what was happening between the students, "All six of you. Outside. Now."

**:::Meanwhile:::**

Dr. Van Adder couldn't believe what he was seeing with his own two eyes. It was a sheer stroke of luck, of chance. But, there it was. There was the tenth GES specimen, crawling right inside of a young boy's backpack. Phenomenal, that Van was able to catch this on random security footage. Again, a sheer stroke of luck.

Now, how to approach the situation? Mr. Osborn had already made it very clear to everyone that it was not to be made public knowledge that a spider escaped. So, that in mind, Adder had to speak with this boy quietly and in private. And very fast, time was running short on the field trip.

**:::Outside:::**

"I cannot believe it," Doctor Connors said to the six students, all of them seated on the stone front steps of the Oscorp building, "A brawl practically erupts right in the middle of Oscorp? I'll be lucky if I'm let back in the building, never mind Midtown High School or Empire State University for that matter."

"It's his fault," Harry pointed the blame solely at Flash, "He came over to us starting trouble while you were too busy nerding out."

"None of this would of happened if the two of them would leave me and my girlfriend alone," Flash said, Kong and Hobie agreeing with him fully.

"This isn't fair," Peter pleaded his case, incredibly disappointed with the simple fact that he was missing out on a huge opportunity to see Oscorp, "I'm in trouble right now for trying to prevent a fight."

"I'm okay with it," Gwen remarked, "I never wanted to go anyway."

Peter took off his backpack, sticking his hand inside to grab a... "OW!" he snapped his hand out of the backpack, finding a nasty looking cut on the back of it.

"Holy crap, what you got in there, Parker? A machete?" Hobie had to ask, seeing the line of blood dribble down.

"Go inside," Doctor Connors gave him permission, "Clean it up."

Peter obliged, suddenly finding himself dizzy and lightheaded, "I'll be right..."

"Stay inside," Doctor Connors said, "I saw you stand in-between these hooligans. You shouldn't be out here."

"Ugh," Flash groaned, "Show favoritism much, Doc?"

**:::Inside::: **

Dr. Van Adder was on the main floor, but he was hit once again with trying to find a needle in a haystack. The kid in question didn't really stick out in any way already. Place him within a sea of students, and he was even more difficult to spot. But, Adder was this close... He wouldn't be giving up.

After a couple minutes, he finally spotted the boy. He was walking away from the first room of exhibits. Van had to be quick as he followed the boy into a hall, noticing that he was staggering and holding his right hand. It was then that the boy fell against a wall, struggling to even hold himself upright.

"Oh no," Adder gasped, running through the crowds into the empty stretch of hall, grabbing the student, "Are you all right?"

Peter was in a daze, feeling like he had been hit with about six different infectious diseases all at once, "Bathroom..."

"Right this way, right this way," Adder lead the student to an employee bathroom where they wouldn't be bothered.

Once inside, Peter immediately dropped to the floor, a small puddle of thick blood smacking the tiles. He had a fever soaring to dangerous heights. Building pains developing in his upper body, and two severe aches in each of his wrists. Trembling uncontrollably, sweating profusely, his throat closing, muscles contracting and releasing rapidly over and over. He felt... He felt like he was dying.

Luckily, there wasn't too much blood. So, Van was able to clean it up without anyone being the wiser. He then lifted the boy up and sat him in one of the stalls, wiping away the blood on his... "Oh god, oh no."

There was a bite on the back of the boy's right hand. All signs pointed to it being a spider bite. Adder put a cloth on the boy's hand, then pressed the other onto it for a moment. Then he dug into the backpack, finding a puddle of blue and red ooze at the very bottom. Staring in horror as it dripped from his fingertips.

"Wh-what's... happening to... me?" Peter could barely speak at the moment.

"Listen to me," Dr. Adder began, "Can you hear me? Are you listening?"

"Yeah," his eyes weren't open, the sweat just pouring down his face, soaking his hair.

"Okay," Adder had to remain calm if he wanted this boy to remain the same, "First, you cannot tell anyone what I am about to tell you. If you did, I fear the consequences would be great."

"Just talk," Peter started coughing.

"There was an accident yesterday," he explained, "One of the... One of the Genetically Enhanced Spiders escaped. Forty-five minutes ago, I saw it crawl into your backpack."

"My hand," Peter sat up, eyes opening wide, glasses falling off, "I thought it was... One of your spiders bit me?"

"We can treat you here, free of charge," Adder assured him, "We have a medical research floor that is more than suitable..."

Peter stood up, trying to shake the effects, "No, I'm okay."

"That's impossible."

"I'm starting to feel better," Peter said, swallowing hard, his strange symptoms beginning to weaken, "Really."

"I know that Oscorp has a reputation for..." Adder took a step closer, reaching an arm out.

"I said I'm... AH!" Peter squealed as a stringy white substance burst from the inside of both of his wrists. Yet, when it did, the pain was gone. In fact, all the pain was gone.

"Oh my god," Adder found himself gasping yet again, "Is that..."

"Webs," Peter said in a hushed tone.

"You have to come with me," Adder pressed, "We have to examine you... your blood... these mutations."

"No," Peter composed himself, grabbing a hand cloth and wrapping it tightly around the wound on his hand, "I need to get out of here."

"Wait, wait," before Dr. Adder could speak another word, Peter was already out of the bathroom, 'What's your name?"

And, he was left alone with this new development. His eyes wandered around the room in amazement. Two strings of webbing? Fired directly out of a human being's wrist? The look, feel, consistency, it was all incredibly close to an actual spider's web.

Van feared for the boy's safety. The bite from the GES had instantly mutated him in some form. The extent of which may not yet be known or complete. The student needed treatment, he needed to have the spider's venom flushed out of his system. This wasn't over yet, not even close.

Mr. Osborn should be made aware of all this.

**:::The Parker Household::: **

To be completely honest, the rest of the day was nothing more than a blur for Peter. Everything seemed trapped in a haze. Like he was walking around in a thick fog. For awhile, he didn't feel as bad as when he first was bitten. Almost feeling like he was going to be perfectly alright. However, as the day dragged on and on, he became weaker and sicker, and his vision quality was greatly reducing down to nothing. Yet, taking off his glasses, his vision was one-hundred percent.

He had no idea how he made it home, but he did. He staggered in through the front door, that hand cloth still wrapped tightly around the bite.

"How was the trip, dear?" his aunt May asked.

Beside her was his uncle Ben, the two of them tidying up the living room, "Are you okay, Pete?"

"Ate something," Peter groaned, clutching at his stomach, the sweat once again pouring down as he slowly climbed the stairs, "Didn't agree. Threw up. Feel real sick. Good night."

May didn't like this at all and followed her nephew halfway up the stairs, "Peter, what was it? Ben, start the car."

"No," Peter would have shouted but didn't have the strength, "I'll be okay, I just need to sleep for, like, a year."

May looked at Ben, he returned the gesture and then both were startled when the bedroom door slammed so hard that it sounded like it would break off its hinges.

_**::::::::::::::::::::::::::::::ZEROBEN'S SPIDER-MAN::::::::::::::::::::::::::::::**_

_This is where the origin begins to really deviate, and trust me when I say from here on out... it will be deviating almost completely from the original. _

_Now, I know the organic webs are not a favorite among fans. Myself, included. But, it works better for what I'm doing. And, one thing that I like about it is it gives me the chance to have Peter use the webs even if he's not in costume. I know and understand not a lot of you will like it, but I'm hopeful that you won't mind it or are willing to look past it. Feel free to voice your opinions, whether negative or positive, I'm open to criticism of any kind. _


	3. Accidents Part III

**ZeroBen's Spider-Man **

**Chapter 3- "Accidents" Part III **

The morning sunlight prying apart his closed eyes, Peter Parker woke up the morning after the eventful field trip to Oscorp. The first thing he checked was his hand, which he found freshly bandaged. Aunt May must have checked on him during his obviously extended sleep. Her version of first-aid was much better than Peter's crude attempt yesterday.

Sitting up, he realized something. He felt great. Dare he say, amazing. No aches and pains. No fever, no upset stomach, no lightheadedness. Perfectly fine. It made no sense to him, but Peter felt absolutely fine. Was it all a dream? Was the bite real, but everything else just vivid hallucinations brought on by it?

For confirmation, Peter checked his wrists. There were these weird spots. And, with a simple flick of his wrist... Wait, nothing. He tried the other wrist, and still nothing. But, there was an obviously different spot on his skin. A simple patch of white. Peter extended his pointer, pinkie and thumb, then pressed the remaining fingers into his palm and proceeded to flick his wrist that way...

Webs!

"Holy crap!" wide-eyed and excited, Peter instinctively jumped back and ended up sticking to the wall behind him with his hands and feet, "Whoah..." he said, the wonder of it all seeping in.

Testing this new skill, Peter then slowly crawled along the wall and then onto the ceiling. Daring himself further, he pulled his hands away and stood on the ceiling like one would stand on the floor. He couldn't believe it. Being bitten by that GES specimen had changed his DNA.

"Ah!" Peter was struck by a loud ringing in his head, which caused him to lose concentration and fall hard to the floor. Luckily, he was able to turn his body enough to land on his back and not his neck which would have surely broken it. Yet, it still didn't hurt much.

Knocking at his door, "Peter, are you all right?"

Once again running on instinct, Peter popped up, landing on his feet with ease as if he were an acrobat or gymnast, "Yeah, come in, aunt May."

The door opened and there was his aunt, the relief washing over her as she was just so happy to see him feeling okay again, "God, Peter, you gave your uncle and I such a scare. I've been up all night."

"Sorry," Peter scratched the back of his head, a typical habit, "About that. I feel fine now, though."

"That's good," May smiled, "If you feel up to it, breakfast will be ready in a few minutes."

"Cool, thanks."

Aunt May looked like she was about to leave, but then stayed, casting a peculiar eye to Peter, "There's something different about you. I can't put my finger on it, though."

Peter simply shrugged as May shut the door behind her and returned downstairs to finish preparing the morning meal.

Peter ran both hands over his brown hair, thinking to himself that if only aunt May knew that there really was something different about him. No one could know, at least not until he had it all figured out. But, wait, that guy from Oscorp knew all about it. He was there, what did he say his name was? Had he even actually given Peter a name?

Peter sighed and took off his shirt, grabbing clean clothes and heading for the bathroom to take a shower. That's when he noticed that his body was much more developed than ever before. He wasn't muscular or built like an athlete, but there were bigger muscles and a much better tone to his body.

Then another discovery; He wasn't wearing his glasses and he could see perfect. It was all courtesy of being bitten by the spider? No, not just a spider. It wasn't your garden variety arachnid. It was a Genetically Enhanced Spider. No doubt, an experiment leading up to the super soldier arms race.

**:::Oscorp::: **

Dr. Van Adder didn't feel comfortable letting anyone else know what transpired the day before during the Midtown High School field trip to Oscorp. As far as he was concerned, no one at Oscorp could be trusted enough with the valuable information. So, Adder kept it under wraps of silence until Norman returned to the building the morning after.

"Mr. Osborn, sir," Adder greeted as he barged into the office in haste.

Norman wasn't thrilled with this act, but he was willing to let it slide for the time being, as he felt this meant good news, "You found the spider?"

"Yes," Adder nodded.

Norman was pleasantly surprised, "Ah, see? You applied yourself and..."

"The specimen has been destroyed," Adder explained regrettably.

His jaw tightening, heart rate accelerating, Norman struggled to keep himself composed, "That is unacceptable, Adder."

"Please," Adder did his best to be brave, "There's more."

This had better be good.

"One of the students from the high school were bit by it."

If Norman could predict the exact moment of his demise, he felt it coming on now, a vicious heart attack. There's no way Oscorp could survive a public disaster as great as this.

"I don't know who he is, and I don't know where he is. But, I watched him heal from being violently ill, and saw as he fired honest to god webs from his wrists."

Webbing from the wrists? Norman had to sit down, had to allow his mind a moment to process this new knowledge. A GES bit a student and gifted him the ability to spin his own webs? That was a step closer to the super soldier syrum that Oscorp had never been able to take before.

"I need to know who the boy is," Norman said, mind spinning, "Name, address, I need it all immediately."

"All we have is security camera footage of the spider climbing into his backpack, it's barely noticeable," Adder explained, "That I even caught it, is a complete miracle."

"Does anyone else know, here, at Oscorp?"

"No," Adder quickly answered, "I told no one. And, I went ahead and altered the footage to exclude the spider."

"Good man," Norman's praise, "Now, this is what you're going to do; You're going to find that student. Then, you're going to convince him that there's a slow acting poison inside his blood that will kill him if not treated. From there, you explain to him that we have an antidote."

"I don't think that will work," Adder responded, "I told him that he needed to be examined by us, already. He wanted no part."

"Adder, this boy - assuming he is okay and the healing trend continued - is the key to Oscorp's future success. He could be the weapon that eliminates all of my opposition. Adder, you will find this boy."

"And if I'm unable?"

"Let's not think that far ahead," which was much more successful of a threat, considering it would undoubtedly force Adder's mind to wander to very dark places.

**:::Midtown High School::: **

Peter Parker sat in Advanced Calculus, hearing the teacher drone on and on about things everyone already knew. Seriously, the key to having a class such as this one, was to have a teacher who actually understood the subject. While most of the students liked that idea, Peter didn't. He was in the class for a reason, and wasn't getting what he wanted out of it.

So many people had asked Peter about his glasses. Opting to not even hint at what really happened, Peter simply said that he had gotten contacts. It was an answer that everyone accepted. Of course, they never assumed there was more to it than that.

"You really do look different, dude," Harry mentioned as the class ended and the two friends exited the room, "It's a whole new you. Maybe now you'll finally get a girlfriend?"

"Doubtful," Peter responded as they walked the halls, "Anyway, there's something I need to talk to you about."

That ringing from earlier sounded in Peter's head yet again.

"Sure, what... Oh, here we go again," Harry noticed Flash and his goons, cracking their knuckles, as they approached from the opposite end of the hall.

"And he looks pissed," Peter said, "Please tell me I wasn't the only one that didn't end up getting detention?"

Harry didn't answer.

"Enough's enough," Flash was ready to brawl, angrily glaring at the friends, "I'm done with both of you. Especially you, Parker!"

That ringing sensation happened again, and Peter instinctively swayed out of the reach of Flash's fist. No one could believe it, especially Peter. Though, he knew what it could be attributed to.

"Try that again," Flash grabbed Peter by his collar and pushed him back against the wall while Hobie and Kong kept Harry from doing anything.

Then Flash landed a punch right square in Peter's stomach. It hurt, but nowhere near as bad as it ever had before. Knowing he had the advantage, Peter shook off the punch and tackled Flash back into a set of lockers. Then Peter raised a fist and swung, not hitting Flash but denting the locker behind him.

It was like someone hit it with a baseball bat or maybe even something stronger than that. Staring in amazement, Peter was slugged by Flash. It staggered the boy for a moment, but didn't take him down or even leave a mark.

"Leave him alone!" Harry finally broke through and shoved Flash away.

At this point, Liz Allan had joined the raucous scene and physically pulled her boyfriend away from it and ordered his boys to follow, "Damn it, Flash. You're going to end up suspended!"

"This ain't over, losers!" Flash warned Peter and Harry, "Not even close!"

"Yes, it is, Flash," Liz warned him, "Because, if it's not... Then we are."

**:::Principal's Office::: **

Midtown High School's principal Andrew Davis was not a happy camper. He was sick and tired of the recent ongoings between Flash Thompson, Harry Osborn and Peter Parker. Once and for all, he wanted to put the rivalry to rest. He couldn't have these kinds of violent shenanigans continuing to take place in his school.

"This ends right here and now," Principal Davis said, an older man with glasses, gray hair and a mustache, "You five are not leaving until we form a truce."

"Tell them to stop screwing with me, and I'll consider it," Flash spoke, his two buddies backing him up just like always.

"You went after me," Peter spoke up, "The same thing happened at Oscorp."

"You made me look like an idiot in front of my girl," Flash ran down the list of offenses, "Then, just because you're pals with Connors, you don't get detention, and..."

"It's him," Harry said to the principal, "It's always been him, and it will always be him."

"No truce, eh?"

"You're not listening," Harry's temper was being tested, "I'll sign a peace treaty right here and now, but he won't! This isn't mine or Peter's fault. It's all Flash's fault!"

The anger was rising within Flash. But, for obvious reasons, he couldn't let it out in the principal's office.

"Oh, I'm not listening? Trust me, Osborn, I'm listening loud and clear. In fact, I want your father here, bright and early Monday morning for a meeting. The same to be said for all your parents."

Flash scoffed, now extremely aggravated.

"Um," Peter raised his hand, "What if your parents are... you know... dead?"

Principal Davis sighed, "Whoever your legal guardians are, Peter. C'mon, why are you even involved in this? You're smart, your grades are superb, you're..."

Didn't the adults realize that every time they praised him like that in the company of other students, they were just setting him up for a beat down at a later date? They might as well have been painting a target on his forehead.

**:::After School:::**

Dr. Van Adder felt creepy, to say the very least. Probably looking like the next would-be inmate at Ryker's Island, he sat in his car across the street from Midtown High School, his eyes peeled for any sign of the student who was bitten by the genetically enhanced spider. No sign of the student yet. However, trying to pick him out of everyone leaving the school at once was difficult, to say the very least.

"C'mon, c'mon, where are you?" Adder said to himself, nearly dizzy from his eyes darting around so much at once.

And there he was. Adder spotted the boy coming out of the school. And, oh god, he was walking with Norman's son, Harry Osborn. Adder was sweating all this time, and he could have just told Norman that his son knew who it was? Of course, that was assuming that Harry knew of the bite.

The boy looked perfectly fine. At least from afar, he appeared fit as a fiddle, walking and talking, no visible distress. Wasn't even wearing the glasses he had on yesterday. That may have been jumping the gun, though. Who's to say he wasn't wearing contacts? Or, that he even needed glasses all the time?

Eventually, the boy split away from Harry as the young Osborn got inside a limo sent for him by his father. Should Adder call Norman right then and there? Tell him who it is? Adder couldn't be positive, but it seemed to him that Norman would be privy to Harry's school friends.

No. Adder wanted to do this by himself. He feared that if it was Norman engaged in the pursuit, that the situation would be a lot worse for the boy. Adder needed to take care of this himself. So, he followed Peter at a slow pace, watching him closely as he headed down the sidewalk.

After tailing him for about ten minutes, Dr. Adder decided to take the chance and confront the student. He watched as the student turned into an alleyway, no doubt taking a shortcut. The alley took Adder to an empty parking lot. Where, as luck would have it, there was no sign of the kid anywhere.

"Damn it," Adder cursed, getting out of the car, looking around. The kid must have realized that he was being followed. It was Friday afternoon. No more school until Monday morning. Maybe Dr. Van Adder would have to let Mr. Osborn take care of it after all.

**Meanwhile... **

From the top of a roof, peeking over the edge, Peter Parker watched as the man from Oscorp got back in his car and left. It would be stupid to ask why he was following him. Peter knew why. The real question being... Did Norman Osborn know about it, or not?

Maybe it wouldn't be such a wise decision to tell Harry about what happened, after all.

**:::Parker Household::: **

Night had fallen over the city, and Peter was spending his night as he typically did every Friday night. Getting a head-start on next week's school work. However, as he read his books and jotted notes, he found difficult in staying focused on what was in front of him. Every so often, his thoughts would drift to what was happening with his body and Oscorp's interest in him.

His life would never be the same. That much was obvious. Would these special abilities last? For how long? Would the webs stop? How were they being produced, anyway? How was he able to stick to things? The biology of it was what interested him the most. The gears and wheels, how did it all fit together?

Agreeing to testing at Oscorp would give him the answers. But, would just handing himself over be a good idea? He had heard the horror stories of others. Look at what SHIELD was being accused of awhile back. What if those stories were true? Oscorp could be just as ruthless. What if it was like the movies? Would they turn him into some kind of guinea pig? A lab rat? What would his aunt and uncle have to endure?

He felt fine. In fact, better than he ever had before. As far as he could tell, at least for now, he would be all right if he didn't go to Oscorp. But, still, what should he do? The best idea he could think of at the moment was to take these new abilities out for a trial run. See just what he was capable of.

But, where? Climbing around the city would end up with the same result as if he just held a press conference and announced to the world what was going on. He would be easily spotted, easily recognized. It was bad enough that the scientist knew about him, and possibly Norman Osborn. If New York saw a teenager jumping around like a spider, he'd never get a moment's peace ever again.

That's when an idea hit him...

If he dressed up in a costume that hid his true identity, then he could do whatever he wanted and no one would be the wiser. At least, in theory. But, what would the costume be like? He would definitely need to cover his face. And, it couldn't be anything too big or heavy. Because, then he might not be able to cling to surfaces as good.

Hmmmm...

**:::Osborn Estate::: **

Norman Osborn pressed the end button on his personal cell phone and placed it back into the breast pocket of his suit. He had just been told some interesting news by one Dr. Van Adder. Apparently, it was Peter Parker who had been bitten by the GES specimen. Adder explained that the boy he saw at Oscorp was the same one walking out of school with Harry.

Norman needed this confirmed before he went ahead with anything. So, he walked to Harry's bedroom, finding the boy wasting yet another Friday night on video games and red bull. He was sixteen years old. When exactly would he start growing up and becoming the man that Norman hoped he would be?

"Son," Norman greeted sternly, "Shut that thing off, I need to speak with you."

Harry sighed, "I'll pause it."

Norman bit back displeasure, "Good enough, I suppose."

"What is it?" Harry asked.

There were a few different routes Norman could take with this. But, he decided on traveling down the road of direct approach, "During the field trip, one of the students were bitten by a genetically enhanced spider."

Oh no, were they being sued? Is that why his father visited him? Were they going to lose all their money, their house? Would they have to move?

"I have reason to believe that that student was Peter Parker," Norman explained to his son, "Tell me, did he act differently in any way today?"

You don't grow up the son of a ruthless billionaire business man without learning a thing of two. It all clicked instantly for Harry just as soon as his father said that someone had been bitten by one of those spiders. Peter's new moves, strength, the lack of glasses? Peter Parker had been bitten by a GES and was changing because of it.

Harry knew what would happen if he confirmed this. Peter would never be left alone, he'd be used as an experiment. So, he formulated a lie on the spot that would divert attention away from Peter, "No."

Norman let the moment linger a little, "Answer me this; Were you walking out of school with him today?"

Harry shook his head, "Peter stayed after to work on something for Doctor Connors. I walked out with Brian Michael."

"Brian Michael," Norman acknowledged, his mind conjuring an image of a party-going boy who had long since been forbidden to return to the Osborn home, "The boy with the shaggy brown hair like Peter's."

"Yep," Harry nodded simply, "What, were you spying on me?"

"Dr. Adder is trying to track down the student who was bitten," Norman saw no reason to lie to his son, and hopefully Harry felt the same, "You're not making up a story to cover for Peter, are you?"

"No," Harry went back to his game, "Of course not."

"I will find out the truth, regardless of what it is," Norman declared, "This, you know."

"I know, dad."

**:::Van Adder's Residence:::**

Dr. Van Adder slowly set the phone down, wondering if he made a mistake. He needed this job, though. Which meant that he needed to climb his way back on Norman Osborn's good side. And this was definitely accomplishing that. Still, he couldn't help but feel like he was contributing to the ruination of a defenseless high school student.

"What's wrong?" his wife, Emma, came up from behind, placing a gentle hand on his shoulder.

Adder's head dropped, "The price I am willing to pay to keep my job is a steep one."

"What do you mean?"

Adder took a seat on the sofa, his wife following him, "I don't know how to say it, but here goes... I was fired from Oscorp, but then re-hired today. All due to a mistake that wasn't my fault. A young boy - student from Midtown High - was bitten by a genetically enhanced spider. And, it's changed him. Altered him on a cellular level."

A lot to let sink in.

Adder continued, "He refuses to return to Oscorp for testing. I tried following him today, but he disappeared. So, I told Mr. Osborn that I saw the boy walking with his son. And now, Norman seems to be aware of who it is."

"You feel guilty," his wife concluded.

"Yes," Adder took a deep breath, eyes staring forward, hands folded, elbows on his knees, "I should have paid more attention when the spider was lost. I should have handled everything better. An innocent kid's life hangs in the balance right now, and now I feel that it's my fault."

"It isn't," she quickly corrected him, "You shouldn't say that. You'll make yourself sick."

"It's out of my hands, but I feel like I should still do more," he said, "I feel like I can make a difference. But, I don't know how."

"You're right about it being out of your hands," she agreed with that, "If you want my advice, I think that you should step aside and let Norman handle the rest."

"The kid, Emma," Adder said aggressively, standing up, "I can't just turn the other cheek while he's fed to the wolves!"

"I understand," she nodded, "But, it's a dangerous world out there. Changes are being made every day. We're all just being swallowed up in the superhero drama. I need my husband to be safe. I need my husband to stay out of harm's way. I need my husband to step aside and remember that he has a wife who loves him deeply."

"I love you, too," Van returned, hugging his wife and giving her a quick kiss on the lips, "So, okay, I'll do what you tell me. But, if Norman crosses a line, then..."

"One step at a time," she said, kissing him, "One step at a time."

**:::Parker Household::: **

Peter had been called by Harry. Bad news came in the form of Harry alerting Peter that his father had discovered someone was bitten by a GES. However, Harry tried to sway attention away from his best friend. But, who knew if it worked well enough or not?

"Why didn't you tell me?" Harry asked from the other end of the line.

"Isn't it obvious?" Peter replied, "I didn't want your father to know."

"Well, he does. I mean, I told him I was walking with somebody else. But, I don't think he bought it."

"It should give me a little more time to figure things out," Peter said, "Thanks."

"It's true, though, huh?" Harry's excited yet quiet voice, "Your DNA is changed because of the bite?"

"Yeah," Peter confirmed, though he realized Harry only knew some of it, not the ability to cling to surfaces or the being able to spin his own webs.

"You should of smashed Flash, then. I bet you could beat 'em down so bad that he'd never bother us again. Not to mention, Liz would lose all respect for him and jump into my arms."

Peter chuckled, "You'd love that."

"So, why didn't ya?"

"With great power comes great responsibility," Peter recited the line he had heard time and time again from his uncle Ben, "If I have more strength and everything else, then I can't use it to go around beating up bullies. I have to be responsible."

"Then, what can you do?"

"Good question. I'll see you later."

"Later, dude."

Peter disconnected the phone call and turned his head, looking over to what was laid out on his bed. For all intents and purposes, it looked like a superhero outfit. It was mostly red and blue, with black web designs on the red. On the chest was a spider emblem, and the mask had two big stylized lenses. Why did he go this far with it? Why did he create such an elaborate costume?

Because...

With Great Power Comes Great Responsibility.

**::::::::::::::::::::::::::::::ZEROBEN'S SPIDER-MAN::::::::::::::::::::::::::::::**

_And there you have chapter three. I want to talk about the ending here, but I can't without spoiling anything. So, I'll just quickly comment about the arcs. They won't be cut and dry. Some are going to kind of blend in together. Much like these first three. The second arc is entitled "The Power" and the third is going to be called "The Responsibility"_


	4. The Power Part I

_A new arc, though we're still in "origin mode" right now. _

**ZeroBen's Spider-Man **

**Chapter 4- "The Power" Part I **

George Stacy, Police Captain of the NYPD, had his own opinion of these so-called Supherheroes. He couldn't deny that Iron Man, Thor and Captain America had each done a great service to the world. But, they were always off battling larger than life threats. What about the common man's problems? What about street muggings, what about the old lady that suffered a heart attack because of some punk thug snatching her purse?

Living in uncertain times, it seemed that street-level crime was on the verge of skyrocketing to new heights. While Thor was battling mythical creatures and Captain America was off stopping the Red Skull, common people were being thrown into even more danger than before. The normal criminals were desperate, more so than ever before. And, even with Superheroes being around, were upping the ante considerably.

"Sir, two things," a police officer entered George's office, "Your daughter's on the phone. And... There's someone in a costume swinging over the streets of Manhattan."

"Say what now?" George Stacy had a hand reached for the phone, but hesitated.

"Witnesses claim that there's someone in a red and blue suit swinging around with spider webs."

"Spider webs?"

"Yes, sir."

George looked at the phone and made a decision, "Tell her I'll talk to her when I get home."

"Will do, Sir."

**:::Short While Later::: **

Dressed in the costume that he designed and sewed together, Peter Parker was literally swinging high above the city streets of New York. It was amazing just how natural it all was, how it all just instinctively came to him. He wasn't afraid, wasn't even timid. He was firing webs, swinging, somersaulting in mid-air, flipping, jumping all around from building to building, and it all was as natural as breathing.

"I freakin' love this!" Peter exclaimed behind the mask as he stopped for a moment on the corner of a building ledge. Just then, the ringing returned in his head, but this time it was easier to deal with than yesterday.

There was a police helicopter approaching from the south. Parker stayed in his position, perched upon the ledge, as it came closer and closer.

"Hello," Peter waved cheerfully, "How are you? Nice helicopter. How much does one of those cost?"

"Identify yourself," someone spoke through a megaphone in the chopper.

He was about to say his name, but thankfully caught himself, "Uhh... What's in a name, really?"

"You are in direct defiance of the illegal Cape Activity law," they said, "We insist that you surrender immediately."

Somehow, his lenses were able to mimic his facial expressions. For now, they went wide with surprise, and he rubbed his head with a gloved hand, "Crap, I forgot all about that law."

"You have one minute," the voice warned, "If you do not board this helicopter and hand yourself over to police custody, you will be considered a fugitive."

Quite the conundrum. Either way, he was in trouble. However... "I'm not a superhero. I'm just... You know... _Joy-swinging_?"

"Fifty seconds."

"Wow, okay, they're serious..."

"Forty seconds."

"Very serious."

"Thirty seconds."

"ALL RIGHT! I get the point," Peter stood up, head dropping, shoulders slouching as he took a deep breath, "Well... Only one thing left to do."

"You're making the right decision."

One lense went higher than the other and a smirk formed under the mask, "Good to know!" and Peter dove off the building, spiraling at a fast rate toward the ground below, only to spin a webline at just the right moment and swing out of sight.

Inside the helicopter, George Stacy shook his head in amazement, "Who in the hell was that? Looked like... like... _A Spider-Man_."

**:::Daily Bugle::: **

J. Jonah Jameson. Editor In Chief of the Daily Bugle. Which was one of New York's most favored newspaper publications. He was hotheaded, quick with the wit, and never at a loss for words. He was also disturbed by the lack of any real superhero business lately. All the juicy stories were states away, if not countries away.

Of all the nerve.

For now, J. Jonah Jameson - his first name truly a mystery at this point - stood in his office, chomping his cigar, looking out upon the skyline. From behind him, his secretary peeked her head in through the doorway, her name being Betty Brant...

"Mr. Jameson," she said, "Your wife is on line 1."

Jameson pretended not to hear Ms. Brant.

"Mr. Jameson," she persisted, "I know you can hear me."

Never worked, not even once. "What does she want?" he asked, still looking out the window.

"She lost her check book..."

"Ah," Jameson grinned widely, "I knew there was a reason I fell in love with her."

"She wants yours," Betty finished.

Jameson turned pale, cringing like he just ate a bad piece of fruit, "Know any good divorce lawyers?"

"Mr. Jameson," Betty scolded, "You shouldn't joke like that."

"Who's joking?" Jameson muttered quietly as Betty went back about her business.

J. Jonah Jameson was a man of a very specific outlook on life. And that outlook entailed self-preservation at all costs. He was his own favorite person, and he wasn't afraid to show it. Hell, he'd shout it from the rooftops if it was socially acceptable to do so. His pride and joy - next to his astronaut son, John Jameson - was the Daily Bugle. In fact, the Bugle had taken top priority in his life. On the average week, Jameson was at the Bugle far more than even his own home.

To him, home was work. And... Obviously... Work was home.

And speaking of work; Tomorrow was the big Sunday edition. Trouble loomed overhead, as there didn't seem to be anything noteworthy to put on the front page. No big headline to grab the masses with. Nothing interesting enough to put them over the competition.

"Leeds, where the hell are you?" Jameson called out.

Not a second later, there was meek and mild Ned Leeds, Jameson's assistant, standing in the office.

"What took ya so long?" Jameson wondered, but casted it aside, "Anyway, hit me with our ideas for tomorrow."

Leeds was silent.

"C'mon, I said..."

"There are no ideas, sir," Leeds said quietly, "The only stories we could print are follow-ups."

"Mr. Jameson," Betty peeked her head in again, "Did you forget about your wife?"

"No, I'm not that lucky."

"Well?"

"Ignorance is bliss, Ms. Brant."

'Jonah," Robbie Robertson entered the office in a hurry, "Something big just happened downtown. The NYPD just put out an all points bulletin on somebody dressed up in a costume, swinging from the rooftops. I'm thinking maybe a new superhuman."

"Yeah!" Jameson liked the sound of that, "Get Urich out there. Get Brock. Ned, I want you out there too. Hell, Robbie, go see if you can get something. I smell an exclusive! Go! Go! Go!"

How quickly things can go from bad to good. Feeling fine, Jameson grinned and stood proudly, one hand on his hips with the other holding the cigar. Yeah, today was going to be a good day after all.

**:::Meanwhile::: **

Still in his costume to hide his identity, Peter swung to the far side of a building and then clung to the side. He needed a moment to catch his breath. He couldn't believe there were still people chasing after him. Helicopters, squad cars keeping pace down below. Not to mention it was almost impossible to go anywhere without being spotted by some civilian with a cell phone camera and entirely too much time on their hands.

Peter realized that all he needed to do was ditch the costume. But, with the way forensics research was these days, they'd probably find out it was him. So, what he really needed to do was ditch the tail long enough to get out of the costume and make it home with no one the wiser. Costume staying with him.

More sirens, and they were coming right for him. With a deep breath, Peter braced himself for another jump. But, then realized that they were heading in the opposite direction. And these police cars were being closely followed by fire trucks. There must have been real trouble elsewhere. Some kind of fire, probably.

What a break for Peter. It seemed all attention was taken away from him. He sighed and rested his head back against the side of the building for just a moment. What a relief, now he could just easily slip away and return home.

**:::Stacy Household:::**

Her hand trembling, Gwen Stacy set down her phone. She did her best to keep composed, but try as she might, she couldn't stop shaking and believing that this was the end of the line for her. Also, that one of her worst nightmares had finally come true. Her father's work life had spilled over onto his home life.

As of that moment, Gwen Stacy was surrounded by four men. Three of which were nothing but muscle thugs. But, it was the one in the fine black suit and red tie that was leading this little scenario through its paces. He also wore a black mask with white designs and red lenses. Amazing that he could walk around like this. Of course, if he took off the mask, no one would notice him.

A little while ago, Gwen was listening to her Ipod, doing laundry, when these four guys busted in through the door that connected the garage and kitchen. From there, they threatened Gwen in an extremely vulgar manner. With her life apparently one the line, she was ordered to call her father. When he didn't bother to answer the call, a new plan had to happen.

The masked man sighed mockingly behind the tight black mask, shaking his head as well, "Such a shame," he paced with his hands behind his back, "I mean, how sad is it? Here you are, a cop's daughter, suffering his sins. You're the one being punished for something that he did and you had nothing to do with."

"What are you gonna do to me?" Gwen could barely keep from crying.

The man looked Gwen in her eyes, the mascara running, and his eyes nothing but haunting red lenses, "_What I have to_."

"You won't get away with it," boldly, Gwen shoved the man, but all this did was force him to have two of his boys each take an arm and hold her back, "Let me go!"

"That's the thing about revenge, Gwen," he explained, voice muffled behind the mask, "It's not so much getting away with it, as it is making damn sure the person you hate most in this world gets the message loud and clear."

"My dad..."

"Obviously doesn't care enough about his daughter to pick up the damn phone when she calls," he finished her thought with his own ending, "Tell me, how bad does that make you feel? Probably just as bad as the day you came home from middle school to discover that your mother had an inoperable brain tumor."

"Screw you!" Gwen growled, trying to break free but then settling for just spitting on the man's clean suit.

The masked man looked at the saliva dripping down his tie, acted like nothing was going to happen, then landed a picture perfect brutal right cross, knocking Gwen out cold instantly.

"Jesus, Boss!" one of the men exclaimed, shocked, "She's just a little girl."

"With a big mouth and a loud, annoying, personality," the man replied, "And, don't look at me like that, Ox. You once threw a man off a bridge because he made you drop your meal at Burger Frog."

"Yeah, but it was a man," the big one, Ox, responded.

"Now's not the time to grow a conscience, boys," the masked man said, "Montana, Dan, get her in the car. Ox, let's go, help me wreck the place, will ya?"

Montana and Dan carried Gwen out, sticking her in the backseat of the car. Ox and the masked man then rummaged through most of George Stacy's belongings. Luckily the house was just a small little home. In no time, everything was done. At that point, there was only one last thing to do...

"Cut yourself," he ordered Ox.

"What?"

"Do it, Ox!"

The big man shattered a drinking glass and did as instructed. It wasn't anything dangerous, just enough for a little blood. The masked man then proceeded to use the blood to write a small note for Captain George Stacy. It read...

_The Crime-Master says hi. By the way, this is written in your daughter's blood. _

**:::Parker Household::: **

It had never felt so good to plop down into his own bed. Peter stretched out and laid his head back into his folded hands. It was horrible to even think, but that there was something happening somewhere else was a blessing in disguise. At least, for him it was. Things had gotten pretty hairy for awhile there. Maybe going out in a costume wasn't such a great idea. But then, what should he do? Just sit on his hands?

He had these abilities. There must have been some way that he could use them without having to worry about the police.

"Peter," the voice of aunt May from downstairs, "Come here for a second, please?"

Peter obliged. Just before setting his first step on the staircase, he was hit with that new sensation that always seemed to be warning him that something was about to happen. It was kind of like a sixth sense. That's when he heard voices from downstairs. There was aunt May, Anna Watson, and somebody else that he didn't recognize.

Oh crap, it was the new girl, Mary Jane. Deep breath time.

Peter casually headed down the stairs, finding an incredibly gorgeous redhead standing in his house. Her green eyes were like emeralds... They were like... She had a bruise. Was it from her dad? Stupid question. It had to be. A parting gift, as it were, probably.

"Peter," aunt May took the task of introductions, "This is Mary Jane."

"Hi," Peter said.

"Hi," Mary Jane said, a bit shy.

"I thought we should get this out of the way," Anna announced, "And, Peter, May tells me you'd be happy to help Mary Jane get adjusted in school?"

"Yeah, totally," he answered, "No problem. Although, I should say, if popularity is something you want... Hanging around me is going to kill that."

Mary Jane let a chuckle escape. Just that little thing was enough to ease Anna's heart, and she exchanged a happy glance with May.

**:::Oscorp::: **

Being told by Norman Osborn that the situation with the spider bitten student would now be solely handled by him personally gave Dr. Van Adder a little comfort. His job had been returned to him, and now he could return to it. It felt good to have those worries not taking up as much space in his mind.

He was even partnered with a new scientist and given a new project. The partner was Dr. William Allen, and the project was trying to duplicate what happened to the boy, but in a much safer and more scientific way. In essence, it was these two men who were now leading Oscorp's charge to the super-soldier serum.

Seeing how they would be working on this project together, Adder figured it best to relay the information concerning the Midtown High student to William. It only seemed right, since they would need to trust each other. William was stunned by the story, but believed it. Which was a blessing, considering Adder was in the midst of attempting to push it as far from his mind as possible.

"I had a thought," William said as they both looked through microscopes at DNA samples from the spiders.

"What?"

"Bringing the boy in for testing isn't necessary," he said, "Not when all you need is a blood sample."

"It doesn't matter," Adder dismissed the idea immediately, "As far as the student is concerned, my hands are washed clean. It's all up to Mr. Osborn now."

"If you say so," William returned to the DNA samples.

Dr. Adder took a step back from the microscope, "We're going about this the wrong way."

William listened.

"We're trying to adapt it wrong," Adder explained, "Instead of working from a template, we need to work from a clean slate."

"What we should do is conduct an experiment by way of having a human subject be bitten by a GES specimen."

"No," Adder had already thought of that and didn't like it, "Experimenting on human beings goes against my morals and ethics. IF a serum is developed and is stable and proven non-toxic, then we'll inject it into a willing patient."

"Have a GES bite me," William offered.

"No!"

"Van, I have nothing other than my work," he said, "I have no life, no love. I go home every night to an empty apartment. I eat half a stale dinner, fall asleep, wake up, finish the other half and then come here. That's the routine. That's every single day for me."

"You have my sympathy," Adder stated, "But, not my permission. No one else is going to be bit by one the specimens. There's not enough data collected from the student to warrant a safe procedure. For all we know, there could actually be a slow acting poison flowing through his veins as we speak."

Dr. William Allen just stared with a spiteful expression as Adder resumed analyzing the DNA samples.

**:::Stacy Household::: **

Every cop's worst nightmare.

Police Captain George Stacy had to fight the sensation of being frozen as he stood in front of his house. His own house that was now a crime scene with the yellow tape sectioning it off. He had to regulate his breathing in the fear that he may end up having a heart attack. His daughter was gone. The best thing that ever happened to him, his little miracle, had been violently stolen from her own home.

Two detectives, Stan Carter and Jean DeWolff, approached him from inside the house. Jean was holding a note written in blood, "You need to see this, Sir."

With trembling hands, George took hold of the note, the fear being flushed out of his veins and replaced with determination.

George's head turned side to side, looking at his neighbors' houses, "Did they see anything?"

"Nothing until they saw a man in a black mask and suit nail that note to the front door," Carter explained, "They said a car came, but it pulled into the garage."

"Garage was locked," George remembered.

"They said it was already open," Jean explained, "Which, I guess, is why no one figured it was anyone out of the ordinary."

George sighed, handing the not back over to detective DeWolff, "What's the inside of the house look like?"

"It's bad," Carter told the truth, "Really bad."

"Forensics better be busier than elves on Christmas Eve," George marched into the home, gasping at the sight of drops of blood on the floor and on the tip of a broken drinking glass.

Indeed, the forensics specialists were very busy. Between blood and all the fingerprints, there was a lot to work with.

Looking around, George found a photograph in a broken frame. It was of he and his daughter. He remembered the night well. NYPD Christmas banquet last year. He had really blown his top, too. Being in the room now, it was like he could envision the two of them re-enacting the conversation, their forms appearing ghostly...

_"It's a Christmas banquet," George repeated for what felt like the hundredth time of the night, "You look like you're about to go trick or treating." _

_"I thought fathers were supposed to be supportive and nice to their daughters, not tear them down." _

_"Don't say that, Gwen! That's not this! That's not what it's about!" _

_"I'm fifteen years old, I can dress how I want!" _

_"It's a damn Christmas banquet for charity. You're the Police Captain's daughter, you need to look presentable. And this... Whatever it... Gothic vampire thing... Is not presentable!" _

_"All you said was to wear nice clothes. That's what I'm wearing." _

_"You know what I meant, Gwen. Look, I get it, okay? You're upset about mom dying, you're pissed off, you wanna express yourself. I get it, okay? You just can't..." _

_"You don't get it!" Gwen stomped her foot so hard, a photograph fell off of the coffee table, "You don't know what it's like for me now ever since she died! You have no clue!" _

_George took a moment to breath and compose himself, but the anger stayed, "At least wipe off that damn make-up and take off that necklace. What kind of a cross is that, anywa..." _

_"Screw you!" she cut him off, standing defiant, "I'm not doing shit!" _

_"Do not talk to me like that," he pointed his finger, "I'M YOUR FATHER!" _

_"DON'T REMIND ME!" Gwen's venomous reply. _

That was a very long night. Thankfully, Gwen cleaned herself up and went along with her father. But, oh boy, was it a rough night. George could remember shoot-outs that weren't that tense.

He sighed, remembering how he's always been on her case about the Goth clothing, look, all of it. Maybe he was just too old school? To be honest, though. Right now, she could turn into an actual vampire and he wouldn't mind it one bit. Just as long as she walked through that door again. Just as long as he got to see his daughter again.

"Sir," Carter approached, "How do you want to handle this? Alert the Press? Keep it quiet?"

"Quiet," Captain Stacy instructed, "For now. Just until we know what we're dealing with."

"Any idea who Crime-Master is?" the detective asked.

"The man who has my daughter," George answered, "Honestly, right now, that's all that matters to me."

**:::Parker Household::: **

"You don't have to do this, you know."

While May and Anna were out food shopping, and Ben was busy with yard work, Peter and Mary Jane were inside, watching DVD's, just getting to know each other. The questions were all typical and random. Favorite this or that, what was Midtown High School like, those sorts of things. But, in the middle of it, the girl stopped the conversation by... in so many words... letting Peter off the hook.

"I really don't mind," he responded, "I mean, it's actually kinda cool. I feel like I'm the guy with all the insider information," they chuckled, "Besides, it's not everyday that I get to talk this much to someone who's actually listening to me."

"My aunt said you're like a genius."

"I wish," Peter sat back, "I mean, I do get better grades than most the students at my - _our_ - school. But, that's not really saying much."

"Can I ask you something?" Mary Jane asked quietly.

"Isn't that what we've been doing?" he replied.

She partly smiled, thought it faded, "Yeah. But, this is more serious."

"Okay. Well, ask away."

"Did they tell you... about... me?"

"What do you..." he played dumb.

He was being polite and nice, and she was thankful for it. But, if this was indeed the start of some kind of friendship, she would need honesty, "They did, didn't they?"

Peter sat forward, being careful with his words, "I'm sorry. It's just... They wanted me to be prepared. I don't know everything, though."

"Just that he hit me?"

"Yeah."

"Okay," Mary Jane with a deep breath, "Well, would it be okay if we never talked about it? Like, ever?"

That seemed a little dramatic, but Peter was willing to go along with it, "Of course. It's your business. Whatever you want."

"Thanks, Peter."

"No problemo, Mary Jane," aw crap, did he seriously just drop a no problemo?

She groaned softly, rolling her eyes, "I hate my name."

"Don't like being associated with marijuana?"

Mary Jane cocked a brow, "Not that. Well... Maybe, I suppose. But, it's because I have two names. And, I hate it."

"There should be a remedy we can think of," Peter thought it over, "Ah. What about... _MJ_?"

MJ? Actually, that wasn't so bad. Furthermore, she liked it. MJ smiled, "I like it."

Peter snapped his fingers, "You shall now be known as MJ. Oh, it can all be part of your new identity at Midtown High. Everyone will keep guessing what they stand for. But, we'll never tell them. Well, at least for the first day."

"New identity?" MJ cocked another brow over her green eyes.

"Yeah," Peter stood, explaining the situation to her, "You have a golden opportunity here to completely re-invent yourself. No one knows you. The only one that comes close is me. You can be whatever, whoever, however you want. And they'll all be interested in the new girl. Who is that Mary Jane... Errr... Gotta watch that... MJ Watson girl? Have you seen her? Did you..."

"Watson's not my last name."

"Oh, that's right," Peter mentally poked himself for the flub, "So, what is it?"

"My father's name," MJ's demeanor retreated to serious.

Peter waited.

An idea crossed MJ's mind as a smile did the same on her lips, "You don't know it, do you? Well then... It is Watson. Mary Jane... oops... MJ Watson."

"There you go," Peter laughed, "Our idea is already working."

"Our?"

"Yeah, I'm willing to share credit this once."

They both laughed.

**::::::::::::::::::::::::::::::ZEROBEN'S SPIDER-MAN::::::::::::::::::::::::::::::**

_A lot happened here. I'm hopeful that a little seed I planted in the first chapter set up the Stacy story. This arc is a lot about the Stacy's/Crime-Master. But, you also have the continuation of Peter learning about his abilities, Mary Jane, and Adder's story as well. _


	5. The Power Part II

**ZEROBEN'S SPIDER-MAN **

_**THE POWER PART II **_

Sunday morning.

Sunday frickin' morning and J. Jonah Jameson was in his recliner, reading a Daily Bugle Sunday Edition who's major headline was the very same one from last week. It was suicidal. Running the same story twice. And printing under the headline that it 'bared repeating' was an even worse idea. He might as well just announce his retirement on the front page as well!

It went without saying that none of the Bugle reporters or photographers were able to nab any bits of news about the costumed man swinging around New York. So much for the big story. So much for the big scoop. So much for the god damn exclusive.

If the Daily Bugle was going to survive this downright tragedy, then they needed something big. Something really big. But, what?

**:::An apartment in Hell's Kitchen::: **

Courtesy of forensics, a large leap of progress had been made concerning the identities of the individuals who had stolen Gwen from the Stacy household. The blood on the note belonged to a thug named Ronnie Block. He was known to most as Ox. And, he typically ran with two more guys by the names of Jackson Brice and Danny Brito. All three of them had been in and out of jail cells since they were old enough to sit in the corner in Kindergarten.

In the wee hours of Sunday morning, the door to one Ronnie Block's home was busted down by the New York Police Department. Captain George Stacy lead the charge, followed by detectives Stan Carter and Jean DeWolff, as well as few more officers in blue. The place was a mess but nothing out of the ordinary.

In fact, it didn't appear as though anyone had been there any time soon. Which made it Ronnie Block's last known address, rather than his home address. Still, there needed to be an investigation.

Captain Stacy and the others looked through what was left behind. Nothing useful, nothing that would provide them any insight. This was a lost cause.

"Don't worry, sir," Jean placed a hand on George's shoulder, seeing that his hope for Gwen's safety had taken a hit, "We'll find her."

**:::Somewhere Secret:::**

Bound to a chair in a little room, the only light being a dim bulb overhead that felt like it could burn at any moment, Gwen Stacy wished she was dead. She wished that the pain would end, that this nightmare would finish. She had faith that she would be rescued, but that was beaten and bruised heavily as the minutes turned into hours.

This was hell.

The door creaked open behind her, and there was the man in the mask, wearing a clean tie, calling himself the Crime-Master, "How we feeling there, Gwenny?"

Gwen refused to look at him, eyes moving to the dirty floor beneath her feet, instead. The way he said her name... The same way her mother used to when she was alive.

"Not a fan of that name, huh?" Crime Master taunted the girl, "Oh, that's right, stupid me. I can see why. It's what your mother used to call you."

Gwen trembled almost to the point of pain, "Who... Are... You?"

"I'm wearing a mask!" he backhanded her, leaving a bloody lip, "How incredibly stupid is it to ask a man in a mask who he really is?"

Gwen spit the blood, exhausted, suffering, drained, "Just kill me."

"No."

"Why not?" she finally looked at him, the tears in her eyes, "I can't take this anymore!"

Crime Master took a deep breath and then squatted down so that he was eye level with the teenager, "Your father ruined my life. He broke it, stepped on it, and then pissed on it as he walked away. And, I haven't been able to move on since that happened. The only way for me to feel better is to make him feel the same exact way that I did ten years ago."

Ten years ago? What was this about? Why did this Crime Master hold such a grudge against her father? How would this end? Was there even going to be an end? To Gwen, it felt like forever. This horror was lasting forever.

**:::Parker Household::: **

A lazy Sunday afternoon. Nothing much going on. Enjoying some pleasant weather, Peter and his uncle were killing time in the driveway, playing a little game of basketball. Time after time, though, Peter had to watch himself. He was too quick and sinking way too many jump shots. He had always been good at basketball, but never this good.

"You been practicing while I'm out looking for a job?" uncle Ben asked, passing Peter the ball, catching his breath.

"Just lucky," Peter replied and the game continued.

A minute or two later, Peter's cell phone started ringing. Which provided Ben a much needed break. The older man headed inside for a drink of water while Peter stayed outside, answering his phone...

"Hey, Harry," he knew who it was, "What's up?"

"Dude, you'll never believe it," Harry said on the other end, "You know that Gwen Stacy we're always talking about?"

"Of course. What about her?"

"She got kidnapped," Harry dropped the bombshell, "They went right to her house and took her while her dad was chasing you around the city."

"That wasn't me," Peter responded quickly yet quietly.

"Man, Peter, you got bit by a GES spider and two days later there's some guy spinning webs and jumping around New York?"

Peter sighed, running a hand over his head, "Fine, but you can't tell your dad, Harry."

"No worries."

"I'm serious."

"Wow, really? I'm not going to rat you out."

For whatever reason, Peter had trouble believing that. Although, it may have just been paranoia seeping in. There were other things to worry about now. Namely, Gwen Stacy being abducted.

"Do they have any suspects?" Peter asked.

"Some guy named Ronnie Block, and another guy wearing a mask."

"Mask?" great, the same day Peter put on a mask, someone else did and kidnapped the Police Captain's daughter.

"Black with white designs, I guess," Harry explained, "There's a police sketch of the mask, and a full picture of Ronnie Block and some guys he runs with."

"What do they think happened?" Peter wondered.

"I don't know, man," Harry responded, "They seem to think that Gwen is still alive, though."

"This is crazy," Peter still couldn't believe it, "Why didn't anyone say anything yesterday? Like, on the news or whatever."

"No clue. All I do know is... Whatever this is about... I think it's something really personal. I mean, nobody takes as big a chance as kidnapping the NYPD Captain's daughter for nothing."

"Revenge," Peter concluded, "Whoever's behind it, they want revenge."

**:::Street Corner::: **

Little known factoid; The best way to battle the vermin of New York is to have a few rats on your side. Case in point, Detective Stan Carter had pulled up to a street corner in his own car, ending up on the curb. Then he got out of the car, caught up to a criminal and proceeded to decorate his face with a black eye and then cuffing him, throwing him into the backseat.

The man's name was Mark Craine, and he was one of those rats that had been mentioned seconds ago...

"What do ya know?" Stan asked simply as he pulled away from the curb.

"Agh," Mark's face was seriously bruised, "You didn't have to punch me that hard! Christ, It's gonna take me three days to shake this one off."

"It's called making it look authentic," Carter responded, "So, what do you know?"

"Nothin' other than the Enforcers are involved," Mark explained, struggling with what felt like a minor concussion, "Really, man, you didn't have to hit me that friggin' hard."

"They're still calling themselves that?" referring to the name, "Anyway, what else?"

"As usual, you did not hear this from me. But, Kingpin's pissed and put a bounty on whoever this Crime-Master guy is."

"Why?"

"Ain't it obvious? Kingpin runs organized crime in this neck of the woods. Nothin' happens without his say so. But, if it happens to, then heads start rolling."

Carter stopped in an abandoned car garage, shutting off the engine, "And you wouldn't happen to know the Kingpin's identity, would you?"

"No one does," Mark swallowed hard, "At least, no one that's still alive."

**:::Last Known Residence of Jackson Brice::: **

This place was about as helpful as the last one they checked out. It didn't appear as though anyone had been around in awhile. No food, no clothes. Nothing. Just like the last, a complete waste of time. With every failure, Captain Stacy could feel his nerves pull tighter. He wasn't sure how much more he could take before finally snapping.

Detective Jean Dewolff had just ended a call on her cell phone, "Sir, Carter says that he found out about the Kingpin putting a bounty on Crime-Master's head."

George sighed, running both trembling hands over his face and hair, "A war's about to erupt, and my little girl is right smack in the middle of it."

"I'd like to revisit my earlier theory of this being revenge," Jean, "Because, I really believe that's what it is."

"You're right," George acknowledged, "Problem is; I've pissed off countless people these past twenty years. Without clues, there's no way to narrow it down. I need something on this damn Crime-Master. Something I can sink my teeth into."

**:::Parker Household::: **

It was Sunday night and there was still no breaking news on the kidnapping of Gwen Stacy. Nothing other than the names and faces of the three men working for the masked man. A mask that officials claimed was all black with white markings. They also said that the man in the mask was calling himself the Crime-Master.

With Great Power Comes Great Responsibility.

Those words echoed inside Peter's head as he sat alone in his bedroom, trying to occupy his mind with X-Box. He couldn't, though. The only thing he could think about was Gwen Stacy. Was the fact that he had super abilities. He was faster, stronger, and not to mention he could somehow sense danger ahead of time, plus fire webs out of his wrists.

It was like he was a superhero. Yeah, right. A superhero with no training. A superhero that wouldn't have the slightest clue on how to save the day. A superhero who had school and an internship with Dr. Connors to think about. A superhero, who didn't know the first thing about being one.

"Hey, Pete," uncle Ben knocked on the open bedroom door, "Dinner's ready, sport."

Distracted by his thoughts, Peter only managed a weak nod.

"You all right, Peter?" his uncle was concerned.

"Uncle Ben," Peter turned to his uncle for some advice, "Do you really believe in the whole power and responsibility thing?"

"Absolutely," Ben nodded, "Why do you ask?"

"What if you had the power, and wanted to do good with it, but weren't sure if you'd be able to handle the responsibility?"

"Is there something wrong, Peter?" his uncle asked, "You seem so pre-occupied lately. Your aunt noticed it, too."

"I'm fine," Peter shrugged it off, "Just thinking about school."

Uncle Ben accepted that answer, then reverted back to Peter's question, "Well, anyway, I don't think it's a question of whether or not a person with power can handle the responsibility. I think what it comes down to is... Are they willing to take it on?"

"Hurry on down for dinner," Uncle Ben said before going downstairs, "Your aunt made your favorite."

**:::Last Known Residence of Danny Brito::: **

Feeling doubtful, feeling like it would just be another waste of time, Captain Stacy entered the abandoned apartment with a few boys in blue. Much like the others, it was empty. Still, for the sake of his sanity, George performed the routine search with his men backing him up...

That's when he discovered his first lucky break since finding that Gwen had been abducted; A phone number scribbled on a ripped piece of paper, tacked to a cabinet door in the kitchen area.

Not giving it even the chance for a second thought, George pulled out his cell phone and punched in the number. It rang for what seemed like forever, and then he heard a voice that sounded muffled. That sounded like... It was behind a mask...

"Figures you'd pick this one last," the voice remarked, "If only you picked this one first. It could have all been done a lot sooner."

"Where's my daughter?" the anger bled through his voice, "You son of a bitch, if you harmed one hair on her head, I swear..."

"Rest assured, Captain Stacy, more than a hair on her head has been harmed."

"You bastard!"

"Calm down. Or you might never get the chance to see her one last time."

Captain Stacy fought to keep himself composed, a difficult task, "What is this about? What do you want?"

"What I want," Crime Master was restraining rage of his own, "Is for you to know what it feels like to have everything shattered right in front of your eyes. I want you to know what it feels like to watch helplessly as the person you care about most is stolen right in front of you. I want you to..."

"Who are you?"

"You'll find out soon enough. But, for now, call me Crime-Master."

Click!

"Wait... WAIT!" George shouted and then dialed again. No answer! "DAMN IT!" he punched a hole right through the cabinet, "What the hell does he want? WHAT THE HELL DO YOU WANT?"

All the other policemen simply watched in silence as their captain began to unravel before their eyes. They couldn't even imagine what he must have been going through, knowing his daughter was being held hostage by some psychopath criminal wearing a mask.

**:::Somewhere Secret::: **

Crime-Master sat alone in a room, on an old chair, elbows on his knees, phone clutched tightly in his hands. His breaths were deep and heavy, the adrenaline running thick through his veins.

"Boss," Jackson stood in the doorway, "Just got a call. Your head's worth 500k."

Crime-Master was somewhere else, somewhere far away, "Hearing his voice; It's like I'm back there again. I'm standing there... frozen... helpless. All the pain, the anger, everything that he ruined... It's stronger than ever."

"You okay, boss?"

"No," Crime-Master shook his head, still in that daze, "I'm far from okay. I'll never be okay. That's the point. That's why this is so important."

"I'll... uhhh... I'll leave you alone, huh?" Jackson turned but was then stopped by the muffled voice...

"Who put it out?" he asked, "Hammerhead? Tombstone?"

Jackson hesitated before answering, still turned away, "Kingpin, boss."

"And let me guess," a revolver was cocked, the sound making Jackson swallow hard and begin to sweat, "The Enforcers are looking to collect?"

"No," Jackson put his hands up, palms open, "We're not. Just wanted to let you know what's up."

"Fine," Crime-Master said, "Then you pass along a message for me. Tell everyone to make sure that Kingpin knows that the Crime-Master said this; The Kingpin can go screw himself!"

**:::Parker Household::: **

Peter Parker couldn't sleep. Throughout the night, he was tossing and turning in his bed, battling the urge to simply jump out of bed and swing around the city to burn off some energy. His mind was filled with thoughts of Gwen Stacy. But, it wasn't just knowing that there was a class-mate being held against their will somewhere out there.

It was that... That... He may have been able to do something about it. If nothing else, at least help out. Possibly, by some chance, make some kind of a difference in the case. He was really strong, and he had these instincts that were guiding him. When he was out there in the city yesterday, everything he did, no matter how amazing and unbelievable, came to him as naturally as second-nature. Like he knew what to do before he even thought of doing it.

With Great Power Comes Great Responsibility.

Peter Parker got out of bed, pacing the bedroom floor. A difference. What if he could make a difference out there? He had these super abilities. What if he could be like Iron Man or Captain America? What if he could fight for the ones that couldn't fight for themselves? What if he could help make the world a better place? What if he could make the best out of his abilities to help people?

Gwen Stacy being abducted didn't make national headlines. It wasn't a clash of super powers. It wasn't the end of the world. It wasn't some giant threat crushing a city. It was the Police Captain's daughter being terrorized by someone in a mask with a vendetta. There were no superheroes helping out.

What if Peter Parker could be a superhero?

What if Peter Parker could be...

Spider-Man?

**:::Stacy Household::: **

In the middle of the living-room floor, George Stacy sat forward in a chair he brought from the kitchen. Everything else was the same as he had found it the day before. It was all broken. All of it. Literally and metaphorically, George Stacy's life and home were broken. Torn apart, destroyed, brutalized.

He couldn't stop shaking, couldn't stop the way his breaths quivered. Could barely fight off the tears that were fighting to escape past his eyes. For so long, he had been under the impression that finding out his wife had that brain tumor was the biggest and most painful fear that could be felt. However, that wasn't the case.

As he sat in the dark, eyes looking through the window where the moonlight was shining in, Police Captain George Stacy was more terrified than he had ever been in his entire life.

_"Daddy!" _

George looked over his shoulder, envisioning a ghostly seven year-old Gwen smiling in the doorway. She was happy and giggling, joking around before bed. But then, the smile slowly turned to a frown...

_"Gwenny, you know daddy had to work late again." _

With a gasp, George sharply turned his head forward, seeing a vision of his wife sitting on the sofa, reading a book like she always did when he worked late and she was worried.

_"I thought I heard him," Gwen pouted. _

"No," George stood up, sweating, breaths labored, "Stop it."

_"You were just dreaming, honey." _

_"I don't want him to be a policeman anymore!" _

"STOP IT!" in a fit of anger, adrenaline and hurt taking control, George picked up that wooden chair and threw it against the wall, breaking it into pieces.

The ghostly visions dissipated into nothingness.

It took a couple minutes, but Stacy calmed himself down. He picked up his cell phone and dialed the number from earlier again. It rang and rang, but no one picked up on the other end.

It seemed hopeless. He felt helpless. But, he wouldn't give up. He would do whatever it took to find his daughter. He would try anything, everything. Any road before him, he would take to try and reach her.

"I'm gonna find you, Gwen," he whispered, "I promise, I'm gonna find you."

_**ZEROBEN'S SPIDER-MAN**_


	6. The Power Part III

_ZeroBen's Captain America and ZeroBen's Hulk have gone live. _

**ZEROBEN'S SPIDER-MAN **

**THE POWER PART III **

Monday morning.

Mary Jane Watson was nervous. Being the new kid at school usually entailed two distinctly different routes. One path lead to being mocked and eventually fading off into obscurity. The second path consisted of becoming very popular and instantly fitting in with the in-crowd. For MJ personally, she was hopeful of landing somewhere in the middle. If being a new kid lead to a fork in the road with two paths to take, she'd be happy going straight through the middle, carving her own path.

"This isn't so bad," MJ was pleasantly surprised to find nobody was making a big deal out of her inaugural appearance at Midtown High School.

Peter was walking with the redhead, showing her the way to her next class, "Everyone's pretty worked up about Gwen."

"I feel so bad," MJ frowned as they approached the room, "Are you friends with her?"

Peter shrugged, sighing, "She doesn't really have... Hey, I like how you said _are_ instead of _were_. Too bad other people didn't talk like that" . A few steps later, they were at the doorway of the Biology room, "Here it is."

"Thanks, Peter," MJ walked into the room, "You wanna sit together at lunch?"

"Sure," he nodded and then heard that familiar buzzing sound in his head...

"There he is," Peter recognized that voice anywhere, "Peter Parker."

"Mr. Osborn," the boy greeted as the Biology teacher shut the door, "What are you doing here, sir?"

"Harry's in trouble again," Norman explained with faux politeness that was damn near impossible to swallow, it was so sickening, "I just finished a meeting with the principal."

"Oh, well, I have a class to get to, so..." Peter started walking away, but his progress was halted when Norman mentioned something peculiar...

"No more glasses, Peter?" an honest question. But, there was just something about the way he asked it.

"Contacts," an honest lie.

"So, tell me," they walked and talked, much to Peter's hidden chagrin, "How have you been lately?"

Norman was fishing, hoping to catch something substantial that would cast no doubt on Peter having been bitten by the genetically enhanced spider, "Fine. Why?"

"Haven't seen you around lately," referring to the Osborn estate, "Harry hasn't said much, either. By the way... How did you like the Oscorp trip?"

This situation was becoming drastically more and more uncomfortable with each step that was taken, "I liked it."

Norman stopped, causing Peter to unintentionally stop as well. The man just had that air about him, that innate ability to intimidate, "There's something different about you, Parker."

Peter simply shrugged, "I really have to get to class now, Mr. Osborn."

"Of course," Norman wore a false smile which faded instantly once the boy turned to walk away. There was more to Peter Parker than the boy was letting on. Norman had the utmost faith in himself, however. He would get to the bottom of it sooner or later.

**:::Oscorp::: **

Dr. Van Adder and Dr. William Allen were both busy inside the Oscorp laboratory, still hard at work on cracking the code. How could they replicate what happened to the high school student? They had tried a couple different avenues thus far, but nothing had achieved positive results.

"You know what we need to do," William said, pressing the matter, "One of us needs to be bitten."

"You already know what my answer to that is," Adder reminded his partner, "It's too big a risk."

"Then what do we do?" Dr. Allen was frustrated, "Nothing is working!"

"We exercise patience, for starters," Adder answered sternly, "Then we go with my original idea of working from a clean slate."

"That could take a very long time," William didn't like that idea, "A spider bit a student, he gained special abilities. He's still alive, and feeling fine."

"We don't know what's happening inside of him. His DNA could be deteriorating at a slow rate. For all we know, he could be dying but doesn't even feel it."

"Fine," William relented, "We'll do it your way."

"It's for the best," Adder said, going back to his work.

"Of course," his partner agreed, though while Van Adder wasn't looking, he managed to swipe one of the specimens, carefully tucking it away in a place where Adder wouldn't find it. Dr. William Allen knew what the best way to approach this project was, and there was no way he was going to let Adder stand in his way.

**:::Somewhere Secret::: **

This was torture. This was suffering. Pushed to her limits both physically and emotionally, Gwen Stacy helplessly leaned forward, hair falling in front of her face as she remained shackled to the chair. It felt like she had been trapped in that damn room for an eternity.

She heard a door open and foot-steps. Then her hair was pulled, face tilted up and forward. Her bloodshot eyes slowly roamed to her tormentor. The architect of her demise. A man in a mask calling himself the Crime-Master. She tried turning away, but he then held her by her chin with one hand and knelt down so that they were eye to eye.

"I need you to know why," he said quietly, "I need you to know why you're about to die."

She fought, but it did no good.

"Stay still!" he roared, his voice echoing in the small room, "The reason that you're about to die is because of your father. Is because... Your father is a murderer. A murderer that was awarded a medal for the life he stole!"

"Screw you!" Gwen spat on his mask.

He simply wiped it off and let go of her, crossing his arms as he now stood in front of her, "See, the only thing that I can think of that would be worse than a parent being killed in front of a child... Is a child being killed in front of the parent."

"My dad never killed anyone!"

"Yes he did, Gwenny," Crime-Master turned to leave the room, "Yes, he did."

**:::Parker Household::: **

"That poor girl," Aunt May sighed sadly as she turned off the television, ready for bed, "What's the world coming to, Ben?"

"What I want to know is where's Iron Man? Where's Captain America?" Ben had to wonder, "These supposed superheroes are too busy elsewhere to help find one young girl? As far as I'm concerned, they're picking and choosing."

"They can't be everywhere," May reminded him, though she wasn't crazy about the idea of superheroes flying around, "They might have these super powers, but it's impossible to save everyone."

On the ceiling, Peter sat comfortably in his bedroom. The lights were off, the television was too. He played it like he had already gone to bed, already fast asleep. He waited to act until he heard his aunt creep up to the door and whisper...

"Good night, Peter."

"Why do you still do that?" Ben asked, "The boy is sixteen years old."

"You remember what Dr. Warren said," May answered, "Peter has fears of abandonment and needs positive reinforcement."

Peter partially smiled as his aunt and uncle bickered back and forth to their bedroom. They would never change, and that was a blessing in disguise. When Peter heard their door close, he gently dropped to the floor, grabbing his mask and tucking it into his pocket. Underneath the hoodie he wore and baggy pants, his suit was on.

He had read the comic books a hundred times over. He had seen Batman Begins and The Dark Knight. With those ideas in mind, he had one of his own. He would go out as a masked superhero and try to find Gwen Stacy. It could take some serious detective work, but he had to make the best of his abilities to help people who needed it.

With Great Power Comes Great Responsibility.

**:::William Allen's Residence::: **

With what felt like a countless number of deep breaths, William Allen stood in front of his bathroom mirror, gently placing the Genetically Enhanced Spider on his forearm. Then he waited. William Allen waited for the bite, waited for the glorious moment that he would be granted superpowers. That he would be part of the future thrusting the world forward. The anticipation was enough to give him goosebumps.

Nothing.

Why wasn't it biting him? Did it need to feel threatened? Did it need to be provoked in some way? Did it...

"No!"

Amazingly, the spider fired a web to the ceiling, climbed up in an instant and crawled through a crack in the plaster...

"No, no, no," William tried composing himself, but couldn't. He just couldn't lose the GES specimen. The only thing worse than having himself bitten was accidentally causing someone else to be, and then being forced to face Mr. Osborn's wrath when it became public knowledge.

Then, at the single worst moment possible, everything got a lot worse. There were sudden knocks at his door. They were loud and rushed, demanding to be answered, to be let inside.

William was set on ignoring whoever it was, until it became very apparent who it really was...

"I know that you're in there, Allen," Van Adder's angered voice, "And, I know what you've done!"

William's eyes darted around the ceiling, searching every square inch until he finally found the spider. It was crawling along at a fast pace, heading straight toward the door that Adder was currently knocking upon. With a gasp, William ran over, hopeful that it wouldn't crawl through the cracks... Only to watch as it did just that.

"Ahh!" a painful yelp from the opposing side of the door.

William's face turned a sickly and pale white. He felt his stomach become ill, and he opened the door, discovering Adder on his knees, clutching the back of his neck as the spider burrowed inside underneath his skin.

"Oh god!" William grabbed Van Adder, pulling him inside his home and locking the door behind them.

"What did you do?" Adder felt an insatiable rage building immediately inside of him, filling his veins, sending his adrenaline into overdrive. He felt feverish, he felt intensly sick. His skin was turning a horrifying shade of red. A sickly yellow completely filled his eyes.

"I am so sorry," William apologized, rushing off to the bathroom and returning with a bag of medical supplies, "I have antibiotics. I have..."

"Leave me alone!" Adder's voice warped as he swatted the bag away, sitting up, foam dripping from his mouth. A mouth that was now displaying fangs.

"Adder," William backed away in fear, "Keep calm, we can..."

Van Adder stood up, feeling his muscles expand in an unnatural way, watching as his skin kept turning into a darker shade of red. His veins expanded as they filled with the rage. Such anger... Such madness... Such...

"I can't control it," Adder doubled over, stumbling into a desk, knocking over a lamp, shattering the bulb, and creating a spark that landed on a power cord, which started a small fire.

"Adder..."

"SHUT UP!" Adder roared in an otherworldly voice, and grabbed his partner, throwing him through a window, sealing his fate abruptly and violently upon the ground down below.

"No," Adder came to his senses far too late, though the transformation continued, "Oh god, no! No, what have I done?"

Suffering through the horrific change to his DNA, Adder stumbled painfully over to the smashed windows, peering over the edge. Far down below, on the city street, he saw the lifeless and destroyed body of Dr. William Allen. Along with a group of people now surrounding the corpse.

Suddenly, his bones began to crack as they shifted into a different shape. The pain was absolutely excruciating. He couldn't help but release a horrific, guttural and primal scream as the inside of his body felt like it were tearing itself apart, and then putting itself back together in one fell swoop.

**:::NYPD::: **

Damn it! He should have been out there searching for his daughter. Should have been hitting the pavement like Carter and Dewolff. Should have been. But, he wasn't. Police Captain George Stacy was in his personal office, sorting through papers pertaining to old cases. Ones once long forgotten. He needed to find something that would make sense... That would tell him who this person was and where they might be.

Then he found it. And, in an instant, it all made sense. It was all so perfectly crystal clear.

"Nicholas Lewis," George said to himself, reading the sheet.

Suddenly, he heard a rapping upon the window of his office. That didn't add up, considering how many floors high it was. Maybe it was just some dumb bird with a bad sense of direction. But, the knocking persisted. Now on alert, Captain Stacy grabbed his gun and walked over to the window, pushing the blinds aside... And finding none other than the Spider-Man from last week...

"Don't shoot!" Peter blurted, his voice muffled by the mask, "I-I wanna help. Can we talk on the roof?"

It went against his better judgment, but George decided to give in. Although, he would be taking his weapon with him...

**:::Rooftop::: **

"Hehehe," Peter chuckled to himself, squatting on the building's ledge as he awaited Captain Stacy, "This is soooo Long Halloween. Haha, Spider-Man begins."

Moments later, Captain Stacy was also on the roof, gun at the ready, "Who are you?"

"Just your friendly neighborhood Spider-Man," Peter responded a bit comically, his voice deeper than it would be normally, "Or maybe... Concerned citizen, is a better choice of words."

"You really wanna help?" George asked, relaxing slightly.

"Yes," Spider-Man nodded, coming off the ledge and slowly approaching the police captain.

"Why?" the older man was skeptical, and rightfully so.

Peter had an honest answer to give, "Because I can."

"How do I know I can trust you?"

"You can't," all this talk was wasting time, "But, you really should. I wanna help find your daughter, and I know you've seen what I can do. So, either tell me what I can do or I'm outta here. Either way, I'm gonna find her."

Having a superhero helping out with the search for Gwen would definitely put the advantage on George's side. But, there was that cape-activity law, there was SHIELD breathing down people's necks, and there were other issues to consider. Regardless of all that, though. Gwen was out there, kidnapped by some guy with a vendetta. Standard police procedure wasn't working fast enough. So, yeah, he'd accept the help.

"I don't know for sure," Stacy began, "But, I have an idea of the guy we're looking for. Nicholas Lewis Jr."

"Why would he kidnap your daughter?" Spider-Man asked.

Stacy sighed, head dropping forward, recalling a painful memory, "Twenty years ago, and I'll never forget it..."

_The Brooklyn Bridge was closed off, courtesy of the New York Police Department and the dire situation they currently faced. A long-time criminal by the name of Nicholas Lewis had been on the run for the past six months. His charges ranged from theft to assault with a deadly weapon. And now, the time had come to face the music. _

_"There's no way out, Lewis," the Police Captain shouted through a megaphone, a squad of cops at both ends of the bridge, plus the middle where the scene was taking place. Among them was a much younger George Stacy. _

_In the middle of it all, a black Chevrolet where the criminal was. With nowhere else to turn, George Stacy watched as the man turned to the backseat and then opened his door, hands up with a weapon in his right one... _

_He moved his arm forward and Stacy reacted by firing off two rounds, catching Lewis right in the chest with both of them. Immediately coughing up blood, Lewis fell backward onto the pavement. Even more immediate, he was dead. _

_George turned his head to his captain, who gave an approval with a nod of his head. It had to be done. Killing someone was killing someone. But, sometimes, it just had to be done. _

_When George turned his head back around, there was a seven year old boy sobbing through screams as he held onto the man, refusing to let go. George didn't find out until after, that... _

"... It was his son," Captain Stacy finished the story, "Now... Twenty years later and he's looking for payback."

"How do we find him?"

"Hell if I know," Stacy regrettably answered, "If I knew, I'd be there right now."

Spider-Man hopped backward with ease onto the ledge, "I'm on it."

"If you find out anything..."

"Yeah," Spider-Man nodded, "I'll let you know."

Then, lightning fast, shocking Captain Stacy, Spider-Man simply dropped backward off the roof. Instinctively, Stacy ran to the side, peering over the edge, finding the new superhero swinging away by spinning webs. As he watched, he could only hope and pray that this Spider-Man truly was a superhero and that he would save Gwen before it was too late.

**:::Osborn Estate::: **

By himself, Norman Osborn stood on the balcony, enjoying the cold night air, using the silence to settle his thoughts about recent happenings and situations. Hands on the railing, leaning forward, he thought about the news he had been given concerning William Allen. Apparently, the Oscorp scientist was thrown from his apartment window, down onto the pavement where his death was sudden.

The first thought of a culprit that Norman had was Peter Parker. But, that didn't make sense. If Peter was to kill anyone, it would have been Van Adder. After all, it was Adder that saw the bite and the abilities that developed. So, that begged the question of who? Who was it that murdered Dr. William Allen?

"Osborn," a primal yet ghastly voice seemed to move along with the breeze.

Norman looked over his shoulder, spotting a shrouded individual, clinging to the side of the wall. He gasped and took a step back, preparing to scream for help when the individual dropped to the balcony and pulled back the hood, revealing the mutated face of Dr. Van Adder.

"Help... Me," he whispered, obviously struggling with pain.

His skin was a blood red, teeth gnarly and jagged. His eyes were turning yellow, his hair growing white and long. Not to mention, he had muscles where there weren't any before. Claws for fingers and toes. He was turning into a creature, a monster.

"How?" Norman wondered.

"Allen... Stole... Spider," his voice was warping into something otherworldly, "Saw him. Bit me. Killed him. Losing... Control."

"Amazing," Norman gazed upon the creature, "So, there really is something to the formula, isn't there?"

Adder grabbed Norman by the collar of his suit, bringing him in close, "Need cure! Can't think! Need... Help!"

There was no fear in Norman Osborn. Not an ounce. It was replaced by an idea. One that could prove valuable to he and his company, "And, I will help you, Adder. But, first, you need to do something for me."

A sign of the control he said he was losing, Adder roared loudly, the stink from his breath nearly vomit-inducing.

"Control yourself, Adder," Osborn warned calmly, "If you don't, I can't help you."

Clinging tightly to the scraps and shreds of humanity that were fast slipping away, Adder took a deep breath and listened to what Norman had to say.

"You want help?" Norman grinned in a confident and evil manner, "Then I want... Peter Parker."

The rage boiling inside, Adder released one more intense and incredibly loud roar before leaping high into the sky, and repeating the act until he couldn't be seen any longer.

Harry had rushed out onto the balcony in a panic, eyes wide and breaths quick, "What was that!"

Norman kept his gaze forward, that grin still sitting upon his face, "The advantage swaying into my favor."

_**::::::::::ZEROBEN'S SPIDER-MAN:::::::::: **_

_Act two of this three act origin is completed. Up next is "The Responsibility" arc that ties everything together. _


	7. The Responsibility Part I

**ZEROBEN'S SPIDER-MAN **

_**THE RESPONSIBILITY PART I **_

"All right, losers, I'm only gonna ask you one more time... Where is Crime-Master?"

Currently, the Amazing Spider-Man had tracked down a gang possibly working under Crime Master. There was blood and bruises, cuts and possibly broken bones, along with webs strung up on both sides of the alley. Unfortunately, it was Spider-Man with the wounds, and all the webs had missed their targets completely. In fact, Peter was in pretty bad shape as a circle of thugs surrounded him, each taking turns with the beatdown as he got up each time, refusing to stay down, refusing to be defeated.

"Give it up, freak!" one shouted, landing a solid jab right across Peter's lips, causing the bottom one to bust underneath his mask, the small spurt of blood dribbling down his chin.

Parker coughed under the mask, struggling to breathe right as he stood on spaghetti legs, barely able to stand and contend with the pain inside his body at once, "You're only making it harder on yourselves."

One of them laughed as Spider-Man collapsed to the ground in a heap, "Forget 'em. We got better things to do."

"We're just gonna leave 'em?"

The supposed leader of the gang shrugged his shoulder, "Eh, why not? It ain't no superhero. Just some nutjob in a Halloween costume."

Then they just left. Sadly, this wasn't the first time he had been beaten by thugs. Although, it was the first time he had ended up pulverized. In horrible pain, Peter struggled just to pick himself up off the cement. He grabbed onto a stray trash can for support, then pressed up against a brick wall. Ahh, it all hurt so damn much. Jesus, did he even land a single shot on any of them? Not even with the webs? How did climbing, crawling, jumping and swinging a zillion frickin' miles above the streets come one-hundred percent natural, but fighting didn't?

He sorely limped away from the brick wall, standing in the middle of the alley. He flipped his mask up for a moment to expose the bottom of his face, giving him the chance for some clean oxygen and to spit the blood from his mouth.

"This is not as easy as it looks," he spit once more before pulling the mask back down, "Ow, cripes. Those guys were so rude, too. Shouldn't there be beatdown etiquette?"

Time to go home. Time to call it a night. At least it was later in the evening, so his aunt and uncle might not have been as fast to notice the bruises and cuts. Of course, they would when he came down for breakfast in the morning. But, that gave him more than enough time to cook up a suitable excuse, right?

Right?

**:::Parker Household::: **

Didn't look like anyone was home. Lucky break for him. Dressed in civilian clothes, the Spider-Man costume inside the backpack flung over his shoulder, Peter entered the house slowly. This being for two reasons. One was being careful to not be noticed by his aunt and uncle. The other reason being that he literally couldn't move any speed other than slow. He never knew you could have this many aches and pains without being fitted for a body cast. Cracked ribs especially hurt.

Maybe they were out grocery shopping? Aunt May did like going after dark better because the lines were usually not nearly as long. So, Peter started making his way upstairs when that buzzing in his head returned... Oh no, had someone followed...

"Peter?"

Parker turned around quickly, instantly regretting doing so. He grimaced as a sharp pain caught his abdomen. There was Mary Jane standing in the doorway.

"Are you okay?"

"I'm... Good," he mumbled, holding his side.

"If you say so," she wasn't sold, but didn't want to press it, that would be rude, "Your aunt and uncle are out shopping with my aunt."

"That's where they went," there was his answer.

"I know it's probably not my business, but are you sure you're okay?" she asked, worried by the shape he was in.

He sighed in a subtle manner, "Yeah, no worries. I'm sorry, but... I have to study. Thanks for letting me know where they are."

"Okay, I'll let you get to that."

"Thanks."

"Bye, Peter."

"See you later, MJ."

**:::Van Adder's Home::: **

From the shadows, high in a tree, upon a sturdy limb, the mutated Van Adder watched in silence with a makeshift purple cloak concealing him. Through the window, he could see her. His wife. The love of his life. The woman he never said goodbye to. Never told her one last time... How much he loved her, how much he cherished her, worshipped the ground she walked on. Tragically, as each day passed and he became more and more a monster, he could barely remember what it felt like to love and be loved. Humanity was slipping away through his fingers.

"I assure you, Mrs. Adder," the pleasant yet devious voice of Norman Osborn, as he spoke to Adder's wife, "We are still searching. Please, don't lose hope."

"I'm trying not to," the frown felt permanent, "I keep telling myself that any minute now... He'll walk through the door. But, it's hard. And, getting harder."

"I understand," Norman nodded, "I can't imagine what you must be going through. It must be hell."

"It is."

"If there's anything I can do, please don't hesitate to call."

"Tell me something," she said quietly, afraid of the answer he may give to her question, "Do you think he had anything to do with William's murder?"

Norman hesitated, playing it off that he was thinking it over, when he actually knew the answer, "No. Simply put, Adder isn't a violent man. He doesn't have it in him to be mean, let alone murder someone. Why? You don't think..."

"He said he was going to see William," she confessed, slow tears in her eyes, "That was the last thing I've heard from him since."

Adder released a quiet growl, rumbling deep within his throat, as he clenched a clawed hand into a fist. He wasn't sure what hurt worse; The brutality of the transformation, or the fact that the more his humanity faded... The further away she became.

"Find... Parker," Adder growled, tightening his shroud and leaping out of the tree.

**:::Somewhere Secret::: **

Barely conscious by this point, Gwen couldn't fight the restraints. She couldn't do anything. How long had it been since she was taken? Weeks? Months? Years? It felt longer than she'd been alive. She heard the door open, but she was far too weak to look at who it was that was entering. For a tiny fleeting moment, she fantasized that it was her rescue...

Then she felt the restraints being unlocked and untied. She felt her arms be free. She felt the chair be taken away, and how hard the floor was when she fell to her knees. For that tiny little moment, her fantasy had become a reality. For one tiny little moment, she was free and everything would be okay.

Then Crime Master sat Indian-style in front of her, his masked face appearing to her as the devil. His black suit and tie were spotless, which seemed impossible. For a minute or two, he just sat there, staring at her, almost as if he were waiting for her to say or do something. Though, all she could do as she trembled was weakly tilt her head up to look at him...

"Do you know the best thing about a mask?" he asked casually, she didn't answer, "I could be anyone. I could be your father. I could be... Tony Stark or even Norman Osborn. You might think you know who I am, I might tell you exactly who I am. But, when you take this off," he pointed to his head, "I could be someone else entirely."

"They've plastered Nicholas Lewis Jr.'s face all over the news," Crime Master explained, "Your father says that Nicholas kidnapped his daughter out of revenge, and that he's both armed and extremely dangerous. He also said that Nicholas is hiding behind the disguise of the Crime Master. But... Has he seen me without my mask on? If I take this off, would you see a guy with green eyes and brown hair?"

"My name isn't Nicholas, George, Tony or Norman," he whispered, "My name is... Crime Master."

**:::Parker Household::: **

The next morning had arrived. And, Peter had awoke to the surprise that he was no longer hurt. Quickly, he checked a mirror to find there were no cuts or buises, no busted lip, no wounds whatsoever. Not to mention, the rib he thought was cracked, had healed perfectly. He was amazed, to say the least. But, it made sense considering everything else that was happening with his body since being bitten by the GES.

After cleaning up and getting ready for school, Peter headed downstairs to where his aunt and uncle were once again sitting at the breakfast table.

"Morning, sleepyhead," uncle Ben teased.

"We bumped into an old friend," May said, "And, by the time we got home, you were out like a light."

"Mary Jane told me you were out," Peter remembered, realizing he was probably going to have to cook up a suitable excuse before MJ became too curious.

Aunt May and uncle Ben started talking about the person they ran into. That's when Peter noticed the front page of the newspaper that his uncle was reading. It was from the Daily Bugle, and it claimed that Spider-Man was a menace. Why would they say that? What did his uncle think? Lost in these thoughts, Peter blurted out a seemingly random question that caught May and Ben off-guard...

"Do you believe that?"

"Believe what?" May asked, Ben equally confused.

"Umm..." Peter appeared frazzled for a moment, "N-nothing, sorry. Just... Thinking out loud, I guess."

Before Ben and May had another chance to react, Peter had grabbed his backpack and was heading out the door, on his way to the bus stop for school. And, there was Mary Jane waiting to walk with him as she had done all week. Peter dreaded this walk, though. What was he going to say? How the hell was he supposed to explain his way out of this one?

"You're all healed," she remarked as they started walking, confusion on her face, "But... Last night..."

"It wasn't as bad as it looked," Peter quickly said, hoping that would be the end of it.

No such luck, "What happened, anyway? Was it Flash?"

Peter shook his head, "Just some jerks, getting a laugh out of picking on a high school kid."

"Did you fight back?" she asked as they continued walking.

Peter's mind flashed back to his flailing arms and off-target web blasts, "Not really."

"Why not?"

"I'm not really the fighting type," he responded, the bus stop in sight where they would be picked up, "I'm more of Professor X than a Magneto."

MJ kept quiet.

"Plus, I'm not really... Good at it, you know?" embarrassing, but the truth.

"You can't let people bully you around," MJ offered advice from personal experience, "If you don't stand your ground, they'll knock you down every time."

"I'm not so good with the fists," a little humor, "I'm far better at running and crying,"

"Peter," she stopped in front of him, "I'm serious. It's the same with Flash. If you stand your ground and show him that you're not afraid, he'll stop bullying you. And, if someone punches you, you have to punch them back."

This was starting to get really heavy. Peter could see how strongly Mary Jane felt about this. It must have stemmed from the relationship with her father. It gave her thick skin and maybe a hint of a survivalist attitude or outlook. Maybe there was something to her words, though, that he could apply to himself. Granted, she didn't know he was Spider-Man. But, she did have a point about fighting back. If Spider-Man went into another fight like the one last night, no one would fear him. Peter needed to learn how to fight.

They arrived at the bus stop, joining a few other students. Their conversation had stopped, MJ not wanting to think about her dad anymore for the time being. That buzzing started up in Peter's head again. Trouble? Right now? He casually looked around, but didn't see anything. Then came the bus. Had his spider-sense alerted him about the bus? That never happened before. Oh, hey... Spider-Sense... Sweet, he could call it that. Man, he was clever sometimes.

The doors opened and the students all piled in. The only free seats were at the very back, so that's where Peter and Mary Jane sat together...

"So, anyway," MJ changed the topic of conversation, "Did you figure out the Literature homework? That book doesn't make any sense to me."

Crap, his homework. With everything that's been happening, Peter completely forgot. Wait... Spider-sense returned, a little stronger this time. Was there something on the bus? He looked around again, but everything seemed normal. Oh no, what if there was a bomb underneath the bus? No, don't think like that. Not a bomb. At least... Hopefully, not a bomb.

The bus' usual route couldn't be taken, as there apparently had been a nasty accident. Detour time. Looked like everyone was in for a scenic trip through downtown...

"Sorry, guys," the driver mentioned as he turned the bus around, a lot of the students groaning.

Something wasn't adding up for Peter. The buzzing in his head, the accident. Something was off, but what? He kept looking around, curious and concerned.

"What is it?" MJ asked.

"Something's... weird," Peter replied cryptically.

"Like?" MJ nudged him along...

_CRASH! _

The bus squealed its brakes as the driver slammed on the brake pedal. Out of nowhere, a massive hulk-like monster landed in the street, wearing some kind of purple cloak, snarling and growling, staring directly at the bus...

"Holy crap, is that the Hulk?" one of the students wondered excitedly.

"I hope not!" another shouted.

"I'm scared!" another one.

Peter watched closely as this intense monster marched forward, his steps heavy and deliberant. As it got closer, it became painfully evident that it wasn't the Hulk. This monster was more of a creature. It also had red skin, jagged teeth, full yellow eyes and long white hair. Not to mentioned, its clawed fists were starting to glow orange and smoke was rising up.

"Everyone off the bus!" the driver yelled, "Go out the back!"

Peter tried opening the emergency door, but it was stuck. Then, with no other option, he tapped into his new strength, and the students were all free, scurrying away for their lives, desperately seeking safety. In the panic, someone had stepped right on MJ's ankle, causing her to fall onto the pavement.

The creature jumped onto the top of the bus, flames now burning from its big hands.

"Ah!" MJ panicked, falling down after standing up, "I can't walk on it!"

Peter crouched beside her, trying to think. Then, an idea, "Hang on!"

With the monster on top of the bus, Peter picked up Mary Jane and ran back inside of it. Paying no mind to the terrifying sound of the top of the bus being ripped open like a sardine can. He ran through the front entrance and through an alley, into an open parking lot behind a set of buildings. No one around, must have all evacuated already.

"Let me try to stand again," MJ said, and Peter carefully set her down. She could stand, but weakly. There was no way that she would be able to run.

Spider-sense! Mary Jane screamed and Peter looked over his shoulder, finding the monster dropping towards him and Mary Jane. Left with nothing else to do, Peter threw caution to the wind, picking up Mary Jane and jumping into the air as he spun a web from his wrist, attaching it to the side of a building and zipping over as Mary Jane nearly had a heart attack.

"Peter!" she exclaimed, burying her face in his shoulder as he clung to the side of the building.

He quickly crawled all the way up to the roof and set Mary Jane down, "Listen, go inside, do whatever you have to do to get a ride home. I'm gonna distract it."

"Peter..." she had tears in her eyes, "How did you... Are you..."

"I'll explain everything later," he opened up his shirt and there was the Spider-Man suit underneath, as the monster took another mighty leap, "Go inside, MJ! NOW!"

Mary Jane scrambled to her feet, limping to the door, which was locked. Peter fired a webline, pulling it off its hinges and MJ had gotten inside with literally no time to spare. The monster landed on the rooftop, staring at Peter, its fists still burning hot.

"Parker," it whispered hauntingly.

"Do I know you from somewhere?" Peter asked humorously, jumping into a backflip as the monster swung its arm. Peter landed on a lower rooftop. He had to change into the Spider-Man suit. It was bad enough that Mary Jane knew. If all of New York did too, there would be no escaping it.

"PARKER!" the monster roared furiously, launching fireballs from its fists.

"Oh my god, seriously?"

Peter leaped off the rooftop he was on as the monster jumped onto it. Quiet moments later, it walked to the side, peering over the edge... AND GETTING UPPERCUT BY SPIDER-MAN!

"Okay, okay, what do I do now?" Spider-Man's mind was frantic as the monster was dazed for a moment. Spidey's fighting skills were sub-par to say the least. He couldn't take on a normal human being, let alone some freakish monster out of an anime.

Spider-Man fired his webs around the monster's fists, effectively smothering the flames. However, the monster just roared and used them as boxing gloves. Two seconds later, Parker was soaring through the sky, provided barely enough time to break his fall by firing a webline.

"I can't fight him," he said to himself, "So... I gotta out-smart him."

The monster landed in front of him, still raging, still intent on bringing the violence.

"Lots of cars around," Spider-Man surveyed the scene, "Hmmm... I wonder..."

"RRRAAAAHHH!"

"Hey ugly, ever think about a Dermatologist?" time to piss 'em off as he backed toward the front of a parked car, "I mean... Ya got a little something..."

"PARKER!" the monster roared, bringing his fists together in an axe handle and slamming them down, missing Spider-Man and hitting the front of a car. The massive impact ignited an instant explosion in the monster's face, knocking him backward, dazed and hurting, but still standing.

"Okay," Spider-Man prepared for launch, webbing up his own fist after seeing the monster use it, "Now it's time for the knockout!" he zipped himself over, targeting the monster's head. He swung and... Completely missed! Spider-Man ended up smacking against the side of a brick building, falling down to the ground in a pile of trash.

"Wow, that sucked," Peter felt like his brains had been scrambled, "Ah!" he yelped as the monster grabbed him by the throat and lifted him up, "Uhh... Can we talk about this?"

"Parker," it snarled.

The monster jumped to the top of a building, then to another and another. It was taking him somewhere. While curiosity was in full form, Peter also knew that it killed the cat. Probably offed a few spiders too. Mid-jump, Spider-Man shot some webs into the monster's face. This caused confusion and misdirection for the monster as it ended up falling to the street below, Spider-Man webbing away at just the right moment.

Spider-Man stuck to the side of a building as the monster got back up, but had an obvious break in its shoulder. It screamed in pain and fury before glaring right through Spider-Man's lenses and making a promise, "Not... Over!"

Then came a fireball with the opposite arm and an escape after that.

Peter stayed stuck to his spot, thinking this over. Where did that thing come from? How did it know him? And where exactly was it going to take him? Also... Was Mary Jane...

Spider-Man looked down below, spotting MJ amidst a large crowd of people. He had a lot of explaining to do.

_**::::::::::ZEROBEN'S SPIDER-MAN::::::::::**_

_Finally, some good ol' fashioned Spidey action. Proto-Goblin's look is based off Ultimate Green Goblin and Ultimate Hobgoblin. Hence, the fireballs from the hands. Which, I admit, make no sense, but it makes him extra dangerous. I'm not spoiling anything by saying this; There's going to be a kind of evolution process with the Goblins. Each new Goblin will be different than the one before._


	8. The Responsibility Part II

_I need to point out one mistake. In going back and reading this, I noticed I made mention of a student named Jessica Jones. It was supposed to be Jessica Drew. So, I'll be going back to change that. _

**ZEROBEN'S SPIDER-MAN **

**"THE RESPONSIBILITY" PART II **

Saturday morning.

Considering his school bus had been attacked by what the Daily Bugle was now calling _The Goblin_, it wasn't easy for Peter Parker to convince his aunt May and uncle Ben to let him go out on his own. And, truthfully, he really couldn't blame them for not wanting him to. Because, to them, he was still a quiet and tragically clumsy sixteen year-old. They had no clue that he had fought off this Goblin all by himself earlier in the week. Had no idea that he was Spider-Man. That he was - at least, trying to be - a superhero.

But, Mary Jane and Harry did, though.

It was business as usual with Harry during the remainder of the week. Things were different with MJ, though. A lot different. They hadn't spoken to each other since the rooftop. She hadn't even gone to school. Understandably so, she was pretty shook up. Not to mention, her ankle was still hurting her. Maybe their silence was for the best right now. Peter didn't know her well enough to think of a decent explanation. One positive thing, though, was that she hadn't said anything to anyone about it.

That he knew of, anyway.

An abandoned, mostly hollowed-out warehouse...

Peter was wearing his Spider-Man suit. He wasn't expecting company, but you couldn't be too careful. Lots of cell phone cameras these days. Plus, he was under the impression that he would soon be paid a second visit by the Goblin. Which was one of two reasons why he wanted to go out in the first place. He had to be away from his aunt and uncle as much as possible. At least until this situation was sorted out. The Goblin definitely knew about him and his abilities. Peter couldn't risk having his aunt and uncle be put in harm's way because of him.

The second reason was laid out throughout the warehouse. Targets, makeshift dummies, obstacles. Peter was in the midst of training himself. Fighting skills, evasive skills, combat techniques. It wasn't necessarily simulation training, but it would have to suffice for the time being. It just had to be good enough for him to develop a few helpful techniques in taking down the bad guys. For the real, it would require on the job training... So to speak.

**:::Osborn Estate::: **

"Is it too much to ask my own flesh and blood for one little favor? Really, Harry, come on now."

"I don't want to go."

"You're my son! It will look very bad if the head of Oscorp's son doesn't attend."

"Exactly! That's the only reason you want me to go. To try and trick everyone into thinking you're father of the year. I'm not going."

Stressful, to say the very least. The father/son relationship between Norman and Harry had always been strained. There were no two ways around it, no denying it. They both understood that. But, one thing that Norman could never understand was his son's apparent willingness to just let things be and not improve upon anything. Whether it be his grades, his social standing, their relationship, or anything else. And, that was something that could not be tolerated a single second longer.

"You're going," Norman made it very clear as the two stood in the hall outside Harry's bedroom, "There's no more discussion, and there's no more of my son believing that he can overrule my orders."

"This is so bogus," Harry's mood was becoming worse and worse, "It's just some stupid charity event."

"A charity event promoting a non-profit organization that will put clothes on backs of families going through hard times."

"You don't care about poor families," Harry boldly pointed out, not caring how mad he made his father, "You don't even care about your own. I'm not going just to be a trophy for you to show off."

Norman had heard enough, and turned on his heels, walking away from his son, "We leave at 6:30pm."

"I'm not going," Harry shouted, but it was no use.

**:::Somewhere Secret::: **

Something was about to happen. Gwen just knew it. Crime Master had given her good food rather than the bread and water he usually did. She was also provided the chance to shower, even with soap and shampoo. Plus, there was clean clothes for her to wear. What ever his plans truly were, they would be happening now.

On that thought, the door opened, and there stood the biggest of Crime Master's Enforcers, Ronnie Block, better known as Ox. Moments later, Crime Master himself, walked in, "Tonight's the night, Gwen. The night where you finally get to see your father again."

"You're gonna kill me," she muttered quietly, trying to remain brave.

"Those clothes weren't easy to find," the masked man explained, "Luckily, O'Hirn owed me a favor. You'll be able to thank him in person, by the way. He'll be there tonight."

Gwen was confused.

"Big event," he enlightened, "Anybody who's anybody, Gwenny. Anybody who's anybody."

"I'll scream for help," she stood defiant in the face of fear, "They'll..."

Crime Master interrupted with a chuckle, "I hope you do. You screaming for help will make this that much sweeter. See, I want your father to crumble... I want his world to shatter... I want him to break into pieces... I want..."

This time, Gwen interrupted by slapping him across the face, "You're sick! And, you're not going to get away with this!"

"Looks like someone's got their strength back and is in a fighting mood," he laughed again, "Good. Makes it all the better for what I have planned."

"Boss," Danny Brito from outside the door, "Marko says everything's ready for tonight."

"Another favor," Crime Master smiled under the mask, "It's good to have people in debt to you. Makes things a lot easier."

**:::Daily Bugle::: **

"Get me, Brock."

"Will do, Mr. Jameson."

J. Jonah Jameson thought about the special charity event taking place tonight as Ned Leeds rushed out of the office, searching for photographer, Eddie Brock. Jonah thought about all the photo possibilities. The power couples walking in, the checks being handed over, and all the rest. But, then he thought of something else. There was no way in hell that would be enough to get people interested in the Bugle once again.

So, as Midtown High School student, Eddie Brock, entered the office, Jameson had a different plan of attack in mind, "Get me, Leeds."

"Umm... Mr. Jameson, he just said you..."

"Oh, right," Jameson focused, "Fine. Brock, I need you at the event tonight. Settle for nothing less than the best. Now, get me, Leeds."

"Okay," Brock left the office, rolling his eyes.

Quickly, Leeds returned, "Yeah, boss?"

"Make it known, Ned," Jameson's plan was big, "Fifty dollars per picture of Spider-Man!"

"Fifty, sir?"

"Yeah, don't wanna sink the ship," Jameson re-envisioned his idea, "Twenty dollars per picture of Spider-Man! Open only to New Yorkers."

"I'll update the website and contact the local television channels," Ned said.

**:::NYPD::: **

"You want my advice, I think you should go."

"He didn't ask for it, actually."

Police Captain George Stacy was faced with a decision to make. It had been over a week now since he last saw Gwen, and his nerves were shot. His nights were spent sleepless, his appetite was non-existent, and he couldn't think straight to save his life. All he could really concentrate on was the simple fact that some nutjob with a vendetta was out there somewhere, just picking his spot.

The decision lay in him being invited to the charity event taking place later in the evening. Mayor Waters stated that he wanted Captain Stacy there to make sure that everything was in order. With recent happenings involving kidnappings, a Spider-Man, and a Goblin creature, there was no such thing as being too careful. And, Mayor Waters had his way about him. Had a knack for being persuasive when needed.

So, decision time...

"I'm going, but you two aren't," he ordered Detectives Dewolff and Carter, "I need you out in that city, eyes peeled for anything. Something tells me... Crime Master's going to make a move tonight."

"We'll be ready," Carter assured their captain.

**:::Parker Household::: **

"Hey, Harry, just hitting you back," Peter spoke on his cell phone as he entered his house with a backpack on, "I'm up for it. Meet you there."

"And where have you been?" a none too pleased Ben Parker with his arms crossed.

"Just out," Peter's simple answer, seeing no problem, "Why?"

"It's almost 3pm," Ben explained, "And, you promised your aunt and I that you'd be back before noon."

Peter sighed, "I forgot I said that, I'm sorry."

"It's a crazy world out there, Pete," Ben was far from happy, "You made a promise and you broke it."

"I was just..."

"Doesn't matter," Ben stopped him, "What does is that promise you broke. You sat in the kitchen and you explained to your aunt that you would be back before noon."

"You guys don't have anything to worry about."

"A Goblin monster attacked your school bus, almost broke Mary Jane's ankle," Ben said, "A student from your school was kidnapped and hasn't been seen in over a week. There are bad things happening out there right now, Pete. And, the last thing in the world I want to happen is you getting caught up in one of them."

"I'm not a little kid," Peter responded politely enough, "Yeah, it's crazy out there, but I can take care of myself. Like I said, you guys don't have anything to worry about."

Peter started up the stairs, but was stopped by his uncle's next words, "And what makes you so sure?"

Halfway up the creaky steps, Parker contemplated whether or not he should just blurt the truth, "Because..." Peter hesitated, "Because I..."

Ben waited, but Peter said nothing else, "Listen, we want you to stay put the rest of this weekend. If you're bored, just study."

That was so not going to work for him, "I'm supposed to go to that charity thing with Harry tonight."

"Just cancel," Ben offered, "I'm sure he'll understand."

It wasn't just having a night out with his best friend. It wasn't just being a rebellious teenager. The Goblin creature was still out there somewhere, licking his wounds and waiting for his next opportunity to strike. Even if it meant going against his aunt and uncle - the two people who raised him these past years - Peter had to get away. He had to make sure that if the Goblin came back, aunt May and uncle Ben weren't caught in the proverbial crossfire.

"I'm still going," Peter stated firmly.

Ben was shocked to hear the boy directly defy him, "What?"

"I'm going to the event, uncle Ben. I want to go, I've never even been to a school dance before. It's new and exciting, and I want to be there."

"Peter..."

"I'm sorry, uncle Ben," the final word from Peter, "But, I'm going. You and aunt May just have to accept that I'm grown up now and I can take care of myself."

**:::Connors Residence::: **

Silly charity event.

Curt Connors was a scientist, not a brown-noser.

At any rate, there he was getting prepared for the big evening out. He was attending with his wife, Martha. To be honest, it was the first time they had been out together as a couple since Connors was promoted to head scientist and professor at Empire State University. What could he say? He was consumed by his work. Always had been, even before he met his loving wife, even before... the accident that stole his right arm...

The doorbell sounded, and Curt's son, Billy, ran to it, wasting no time in letting the person in. It was his babysitter, Midtown High's head cheerleader, Liz Allan. She had been the official sitter for two years running now. The Connors' trusted her with their son. And, more importantly, eight year old Billy adored her.

"Liz is here," Martha walked into the bedroom, finding her husband having problems with his tie, "Here, let me do it."

Curt sighed, "All the things I've done in my life, and what baffles me? A damn tie."

Martha smiled faintly, "It's only because you're nervous."

"I hate these events," he admitted, the tie taken care of, "Dressing up in a monkey suit, kissing up to the brass of the city, pretending to show interest in the crackpot theories everyone has. I swear, everyone thinks their ideas are amazing. I mean, if they're so smart... Why aren't they scientists?"

"I know, I know," Martha put on special earrings she saved for special occasions, "But, just think of all the good you'll be doing by attending. It looks good, certain people may offer more funding for your work."

"One day, Martha," Curt was sure of it, "One day I'm going to hit pay dirt. And, I won't need corporate funding. I won't need Oscorp. It'll be just you, me and Billy, just like it should be."

"I have to say," Martha grabbed her purse on their way out of the bedroom, "I'm excited for this. We haven't been a real couple in so long... It feels good."

"I would like to make a wager," Curt mentioned as they headed downstairs, "How many people do you think will try to shake my right hand? You know... The one that isn't there anymore?"

"Oh, hush," Martha shushed him as they approached Liz.

"Hi Mr. and Mrs. Connors," she greeted with her typical smile, "Excited about tonight?"

"Completely," Curt dryly responded.

"So, we should be back somewhere between 11pm and 12am," Martha explained, "I'll give you a ride home when we do. It's the usual rules; Bedtime is 10pm, teeth need to be brushed, and you're welcome to whatever's in the refrigerator."

"Got it," Liz maintained the pleasant demeanor as Martha and Curt moved towards the door.

"Behave for Liz," Martha said to Billy.

"I know, mama," Billy was currently busy with video games.

"Don't let him play those things all night," Curt reminded Liz.

"Gotcha, Mr. Connors," Liz assured him she wouldn't.

"All right, we'll see you later," Martha said as they exited the house.

"Okay, have fun, guys!"

**:::'Clothes Out of Kindness' Charity Event::: **

As the start of the event rolled around, it appeared as though anyone who was anyone had attended. Norman Osborn and his son, along with Peter Parker. There was J. Jonah Jameson, Robbie Robertson and his son Randy, plus Eddie Brock taking pictures. Also, Martha and Curt Connors. Police Captain George Stacy. As well as Doctor Otto Octavius, talked into going by Norman. Many others were there as well.

The main room where the event was being held was quite glamorous. Elegant and beautiful in design. The room was large, very tall. A Jazz band in the corner, playing delicate music. A bar off to the side, tables here and there. The entire front wall was large windows, decorated accordingly. Grand, was a label that seemed to fit well.

Standing there alongside Harry and Randy, Peter felt guilty. All dressed up in a nice suit, he was miserable. Not only had he royally disappointed aunt May and uncle Ben - although, it was for their own good - but the Goblin was still out there somewhere. What if he attacked during this event? Sure, Peter was ready for a quick-change, wearing the Spider-Man costume underneath his clothes - which made him way too sweaty - But, all these people? They weren't ready, and they would all be in harm's way if anything happened.

"If I could please have your attention," the chairman of the charity foundation was at the head of the room, holding a microphone, "Let me just welcome you all to this lovely event. Which, I must say, would not be possible without Mr. Roderick Kingsley of Kingsley Cosmetics putting forth the money."

An African-American man in a white suit raised an arm, holding a champagne glass, as everyone applauded for his own kindness, "It's an honor to help out such a great cause."

As the person in charge kept talking, Norman Osborn approached Dr. Connors, politely taking him aside for a quick word in private, "I hear that one of your upcoming interns is Peter Parker?"

"You heard correctly," Connors confirmed, curious as to why Norman was asking about this.

"Parker is my son's best friend, I've seen a lot of him over the years," Norman explained, ulterior motives at play, "His potential is very promising. His mind has a lot to offer."

"I agree. He's a very bright boy. Though, I'm wondering why we're having this conversation."

"I was hoping to push the internship ahead a bit," Norman said, "Perhaps, as early as next week?"

"And, why?" Connors was still curious.

"I'll be blunt with you," it wasn't the truth, but there was no way Norman could reveal the real reason, "I'm planning the future of Oscorp. And, in that future, I see Peter Parker as a lead scientist. I want him prepared as best as possible, as soon as possible."

"I see."

"Can I count on you, Connors?" time to sweeten the deal, "If so, it'll be worth your while."

"I suppose," Curt wasn't in love with the idea, but an extra pair of hands around the lab would be useful, and it wasn't like Peter wasn't a good student, "In fact, yes, I agree to it. But, I'll need prep time. Give me two weeks?"

"Done," Norman extended the proper hand and they shook on it, "Good man, Connors. Good man."

Meanwhile...

Once the introduction segment of the night was finished, J. Jonah Jameson took the opportunity to ask for a little time to make an announcement, "I just wanted to quickly say something while everyone's listening. In case you haven't heard, there was an announcement posted on the Daily Bugle's website this afternoon. The Daily Bugle will pay out twenty dollars in cash for every decent picture of Spider-Man. And..."

Did he hear that right? Twenty dollars just for a picture? Lucky break number one of the night for Peter Parker. His eyes lit up, a smile across his lips. He had all the photography equipment needed to come up with some great pictures. And considering that he was Spider-Man, there could be no end to how many pictures he could snap. He could take care of his aunt and uncle's bills for them, get them all caught up with the collectors. Yeah, Peter already knew what he would be doing tomorrow.

"You thinking what I'm thinking?" Harry nudged Peter with an elbow and a smirk.

"Oh yeah," Peter responded.

"Anyway," Harry changed the subject, "Look at us. No dates. I'm Harry freakin' Osborn and you're..."

Peter interrupted, "Keep it low, buddy."

"Right," Harry noted, "So, what's our problem? Why can't we snag a couple dates to a shindig like this?"

"Shindig?"

"Shindig, dude."

"Speaking of girls," Peter said, thinking of one in particular, "MJ still won't talk. Any ideas?"

"Well, you could..."

Spider-sense!

The next thing... Lights were out. Every single one, a gasp falling over the crowd. As someone said it was nothing to worry about, Peter instantly thought of the Goblin. Was that monster back for round two? No... Didn't seem his style. Which may have been silly to think, considering Peter had only fought him once.

Peter's head kept ringing, and when the lights were back on, there stood a masked man in a suit, standing on the second level of the room, holding onto someone with a bag over their head. Could it be? Peter turned to Captain Stacy, the man already reaching for his gun...

"GWEN!" Stacy shouted, "You son of a bitch, let her go!"

"No," Crime Master's muffled voice, "Not after what you've done."

"DADDY!" Gwen screamed, the bag off her head.

"I'M RIGHT HERE GWEN! Everyone, get out of here now!"

They moved toward the main exit, but there were the Enforcers with weapons in hand. The other two exits were now covered as well. Courtesy of the favors Crime Master alluded to earlier... Flint Marko and Alex O'Hirn.

Damn! Damn it, damn it, damn it! The moment of truth, and Peter was caught between a rock and a hard place. It was one thing revealing himself to Mary Jane and Harry. It was an entirely different thing to do it to all of New York. Especially the head of Oscorp, Norman Osborn. Who, at the moment, was keeping very interested eyes locked on one Mr. Peter Parker.

"I know who you are," Captain Stacy said, being extremely careful, "Everyone does. Just hand her over, and we'll talk about this. You don't have to go to prison. You haven't killed anyone."

"But, I intend to," Crime Master threatened, pulling out a revolver and tapping the end against Gwen's skull.

"No!" George wanted to take the shot, but he couldn't risk clipping his own daughter, "Damn it, Lewis! It was twenty years ago!"

"Twenty years ago when you KILLED MY FATHER!" Crime Master yelled painfully, voice cracking, "TWENTY YEARS AGO WHEN YOU WERE AWARDED A MEDAL FOR RUINING MY LIFE!"

"YOUR FATHER RUINED YOUR LIFE, NOT ME!"

Think, Parker, think! Need a distraction. Need something to happen so he could slip away. But, what could possibly be good enough to occupy six guys with guns?

Spider-sense!

The windows were all smashed to bits as the Goblin bashed through them, landing in the middle of everything. It was far more the monster than it was before. It was enraged, hands already flaming, and unleashed a primal roar that terrified everyone to their cores. People were scattered everywhere in the chaos, and Crime Master's gun slipped from his hand, to the floor.

The Goblin released another roar and flung fireballs from its fists, one destroying the exit Alex O'Hirn was covering, the force sending him flying back into the hall, his neck snapping upon landing on the tiled floor. There was still a pulse, but the damage had been done.

Amidst the madness, Harry had been knocked out cold, laying face down on the floor. Gwen Stacy had escaped Crime Master's clutches...

And there was no sign of Peter Parker anywhere.

**::::::::::ZEROBEN'S SPIDER-MAN:::::::::: **

_Maybe I crammed a bit too much into this chapter. But, I'm okay with it. I was going to mention the event in the last chapter, but had forgotten to do so. So, it kinda comes out of nowhere. Blunder on my part. Next chapter is the big one, the big finish to the three act origin. Everything that's happened so far has come down to this._


	9. The Responsibility Part III

_Very quickly, a big thank you to anyone who reviewed, favorited, alerted, checked this out, I appreciate every little bit of support. It means a lot, thank you._

**ZEROBEN'S SPIDER-MAN **

**"The Responsibility" Part III **

For anyone that wants to be a superhero, an ordinary hero, or just a good person in general... There are moments in your life where you'll be given the opportunity to do so. What you choose to do with that moment is entirely up to you. But, it will answer the question... Are you ready to be a hero?

Is Peter Parker ready to be Spider-Man?

The Goblin stood tall, the only articles of clothing being that purple shroud he wore and a ripped pair of pants. There were two fires at each end of the room, one larger than the other. The Enforcers and Flint Marko had ran for their lives, which gave everyone else the chance to escape as well. On the second level above the main room, Gwen Stacy had tore herself out of Crime Master's clutches, and was ready to savor the freedom she had finally found after so long...

Only to be once again grabbed by her tormentor... "I don't care what kinda super freaks crash the party, I'm getting my revenge!"

Another fireball from the Goblin, this one taking out a chunk of the ceiling. Luckily, it fell right for Crime Master, giving Gwen yet another chance to break free.

The Goblin searched for one person in particular, but didn't see him. There was barely anything left of Van Adder. The monster had swallowed him whole, leaving barely any scraps behind. If Adder was still somewhere inside, he had been reduced to nothing more than a spectator. He was running on the most basic of instincts and most distant of memories.

"What vile creature are you?" the voice of Norman Osborn, seeing a golden opportunity to make himself and Oscorp look very good, "You have no right to be here!"

Adder turned his hideous form toward Norman, scowling grimly, loud and deep breaths, his clawed fists once again lighting up as the heat radiated.

"Are you mad, Osborn?" Kingsley asked, shouting, "Provoking a bloodthirsty creature?"

"My son is laying not twenty feet from it," Norman pointed out, making sure any reporters could hear him, "What other choice do I have?"

Snarling, growling, the red-skinned Goblin raised a fist, preparing for a lethal strike to Norman...

_'Damn it, Adder, don't you recognize me?'_

With a violent roar, Goblin unleashed a fireball from his fist, headed straight for Norman Osborn. But, then there was a thwip sound, followed by Norman being swung over to the second floor, out of harm's way. The next moment, there was Peter Parker dressed as Spider-Man, hanging upside-down from a web...

"Oh no, is there a dress code?" Spider-Man worried, "Crap, and here I am in my Spider-Jammies."

"BROCK!" Jameson screeched, wanting to seize the moment.

However, Eddie Brock was nowhere to be seen. He must have escaped with the others who ran away. As if things weren't bad enough being trapped in the corner with a few others, including Roderick Kingsley, now Jameson had no photographer to snap the Bugle some pictures of an honest to goodness super-powered battle. Of all the rotten luck! That Eddie Brock would be lucky if he wasn't fired come Monday morning.

The Goblin swatted at Spider-Man as he swung around the room, then clung to the wall, _'Too dangerous. I can't fight him in here. Gotta lure him away from these people.'_

The Goblin flung another fireball, this one going right through the wall just after Spider-Man swung away and out of the building, through the mass of broken windows. He jumped to a building across the street. Kind of a low roof, easy to get to... Especially for the Goblin. The monster chased Spider-Man, proving quicker than before, landing only a few feet away from the new hero, taking a strong swing.

_'Gotta get farther away,'_ Parker reminded himself, then punched the Goblin, "Tag, you're... Wow, that had absolutely no effect on you, did it?"

The Goblin simply roared.

"Good to know," Parker squeaked before swinging away, the Goblin easily keeping up the pursuit.

**:::Parker Household::: **

"Chaos has erupted at the 'Clothes Out of Kindness' charity event tonight. Reports have been coming in fast and furious that it has become a disaster scene. Not only was the mysterious Crime Master there, but the Goblin appeared as well, smashing through the front wall of windows. Apparently, the new superhero known only as Spider-Man was also there, seen saving Norman Osborn and fighting the Goblin. As of now, the Goblin and Spider-Man are gone. And, though no one at this time has been reported dead, there are numerous injuries."

May nearly cried, fear crippling her as she looked to her Ben, "Peter went there, Ben. Our Peter could be one of the ones who were hurt."

Ben was angry and frustrated. This was exactly why he didn't want Peter going out tonight. The exact reason. Well, there was nothing Ben could do other than going there and searching for Peter himself, "I'll be back, May."

"No," she stood up, blocking his path to the door, "What if something happens to you?"

"I gotta find him," Ben's mind was made up, "I gotta bring Peter home."

May kissed him on the cheek, and then briefly wrapped her arms around him, "You be safe."

"I won't be long," he opened the door.

"I love you."

"I love you, too, May."

**:::Charity Event::: **

Amidst the chaos and carnage exploding everywhere, Crime Master had caught up with Gwen in an empty hall. There was an elevator at the end, but he had reached it before she did. Her escape was blocked...

"Fine," he spoke, ripping off the mask, revealing the face of Nicholas Lewis Jr., "Screw it, no big show. But, I'm still going to kill you!"

"The hell you are!" Captain Stacy entered the hall, his weapon aimed right between Jr.'s beady little eyes, "It's over. It's done. Give it up."

Gwen ran to her father, clinging to his body for dear life, never happier to see him than this, "Dad!"

"It's not over," Crime Master warned, "Not yet. I... I had everything planned perfectly. It was all set. Then, a stupid stroke of luck, a god damn fluke screws me?"

"Calm down," Stacy had his daughter move behind him, his weapon still ready to fire, "Let's just get out of here safely and call it a night."

Crime Master looked past, suddenly smirking, as he swiftly pulled out a hidden gun, "Better say that to your daughter."

_BANG! _

"GWEN! NO!"

**:::Meanwhile::: **

_'How do I take this thing down?'_ Peter said to himself as he backflipped out of the way of a car being thrown at him and through a brick wall by the Goblin, _'He's stronger than he was last time. Faster, more developed all around. Think, Spidey, think!'_

Spider-Man zipped up to a traffic light, squatting atop it, over an intersection that was thankfully empty. As he tried to think of a way to remedy this situation, the Goblin seemed to be growing more and more determined. Two fireballs later, Spider-Man was jumping into the air and the traffic light was obliterated into literally nothing.

Parker stuck to the corner of a building about halfway up, _'Whatever I hit him with, it's gotta be big and it's gotta be fast.'_

The Goblin jumped right for Spider-Man, forcing the kid to leap out of the way, swinging to the next building. Goblin missed, but punched out a solid chunk of the building where the hero was sitting mere nano-seconds ago.

"Miss me, miss me, now ya gotta kiss me!" Spider-Man teased from a rooftop, instantly wishing he didn't when a barrage of fireballs were casted in his direction, '_Me and my big mouth!'_

He dove out of the way, web-zipping to another structure as the roof exploded with fire.

The Goblin leaped up to the very same rooftop in one single bound, confronting Spider-Man face to face, his fists still burning, disgusting saliva dripping from his gnarly teeth, those yellow eyes so haunting and terrifying.

"Why are you after me!" frustration from the hero.

The only response was a loud and primal growl, followed by a swinging arm. Spider-Man leaped over the arm with ease and landed a punch right across the monster's jaw, but it did absolutely nothing. Not even a scratch! What the hell was he supposed to do when he couldn't even scratch it?

Before Spidey could react, there came another swing from the Goblin. This time around, the monster managed to grab hold, and started squeezing as tightly as he could, causing some pain for poor Peter Parker.

Locked in this bear hug, the seconds seemed like hours as the life was seemingly squeezed from him like toothpaste from the tube.

Through gritted teeth and sheer determination, Spider-Man freed his arms and fired two hefty lines of webbing into the Goblin's face. The creature couldn't breathe, and had to release its grip in order to rip the webs away. With it in disarray, Spider-Man jumped onto its upper back, wrapping his arms around its neck in a rather unorthodox sleeper hold. Which was the best he could come up with at the moment.

It was like trying to ride a mechanical bull stuck on overload. Scratch that... It was worse! Made even more so by the monster regaining its bearings and throwing the spider like a lawn dart across the street and through a window into some kind of top floor office space. Parker painfully tumbled over a row of desks and computers, not stopping until he hit the back wall.

"Okay, seriously," he spoke through a hoarse voice as he tried to collect himself, the midsection and back portions of his costume ripped, some blood seeping out, "Where's the reset button?"

Another fireball later, the front portion of the building erupted in flames as it exploded inward. Then the Goblin was standing there at the edge, Spider-Man weakly picking himself up, trying to compose himself, trying to get his head right before this thing attacked him again.

There wasn't enough time to clear his head, not enough time to even attempt to think clearly. He had to act on instinct, act upon the first thought that crossed his mind. And what that first thought was... The computer monitors in the office weren't flat screen, they were the last generation of models.

After a web line to one of them, the monitor was flung at Goblin's head. Then another and another. The attacks were working, the Goblin was leaning backward, tipping dangerously over the edge. Spider-Man picked up a desk and threw it, making direct impact with Goblin's chest. The force was too much, and the red creature ended up falling backward into the night air and landing hard below with a resounding crash.

Parker staggered over to the hole created by the monster, and looked down. The Goblin had landed atop a taxi, crushing the roof in the process. He was still moving, though. This thing was still alive. It was just picking itself up, probably more determined than ever to snatch Spider-Man away and bring him to wherever he wanted to.

Parker couldn't waste time, not a single second. Every single one was crucial. He had to stop this thing before it caused any more havoc. He had to get down to street level and fast. Luckily, he had an idea. A was a little out there, but if it worked...

After a deep breath, Peter somersaulted out of the office, and amazingly clung to the front of the building with his feet and ran down it like he were running some twisted form of a track meet. When he was just the right distance away, he webbed up a hand and dove off, spiraling toward the Goblin just as it was rising up...

DIRECT HIT!

With bystanders and on-lookers watch from a safe distance, the Goblin staggered back into the street, right in the middle of what would typically be a busy intersection. When he landed the punch, Peter heard a crack. At first, he thought it was his own webbed hand, but it wasn't. He could see now... It was the Goblin's jaw. But, he was fixing it, trying to set it back into its place.

Act now, Parker! NOW!

Spider-Man fired two web lines across the street, to either side of the Goblin. Then held on tight before slingshotting himself right into the thing's skull, rocking him yet again! He landed across the way, on the side of a lamp post, watching as this creature struggled to maintain a vertical base, bleeding and growling from the pain of broken bones. A sign of his growing weakness, the flames were smoldering on his ghastly hands.

"Hey, look! He's doin' it!" a random New Yorker, "That spider guy is beating the monster!"

"Keep going! It's not dead yet!" one more cheered on the new hero.

Hard to go wrong with that logic. Spider-Man fired two more lines, attaching them to the Goblin's chest and then flinging himself forward. How about a double-footed stomp to the chest and throat, taking the monster down with a thud in the street? For good measure, Peter jumped back into the air, flipped and landed one more double-footed stomp. Then he back flipped off onto the pavement, crouching like a true arachnid, waiting to see if the end had truly come. It this battle was finally over.

The people cheered and applauded when the monster didn't move an inch, nor did he breathe. It was over. Spider-Man had defeated the...

Spider-sense!

The Goblin sat up sharply in that spot, eyes going wide, a massive wad of disgusting blood and only god knows what else erupting from its mouth, plus a little bit that just happened to catch Spider-Man's attention. He instantly zipped a web, catching it, bringing it to his hand...

_'A spider?'_ he asked himself silently, realizing it was identical to the one that he was bitten by at Oscorp.

Confused, Spider-Man crushed it in his hand and then witnessed the Goblin creature revert to the form of a man. And, not just any man. Not just some random citizen. Not just any New Yorker. It was...

"I remember you!" Spider-Man leaped to his side, crouching down, shocked at this development. It... It was the man from Oscorp. The man that followed him from school. Was... Did... How... None of it made sense.

Adder's eyes were open merely to the size of slits, his body covered in bruises and wounds, his time on this Earth fleeting and final, "Talk... To... Me."

Talk? Great. Maybe Peter could get some answers. Not in front of everyone, though...

"Hold on," Spider-Man ordered, picking Adder up and carrying him away, swinging to a quiet rooftop close by. It was there that he set the man down in a seated position against the ledge.

"I... I a-am... S-s-s-s-o... sorry," he apologized with blood bubbling past his lips, "I-I lost... Control. Became... Became... The monster."

"How did this happen?"

"Not enough... T-time," his pulse was already fading, "O-Osborn... Knows."

"Knows what?"

"You," Adder coughed, tears too weak to cry, "D-Don't... Trust... Osborn."

Norman was behind this? He was willing to go this far to try and take Peter? Of course! It all made sense now! It was...

"W-Wife," Adder mumbled, his last seconds of life spent on a last wish, "Tell... Tell her... I... Love..."

Gone.

The pants the man had been wearing were barely shreds now. But, there was a pocket intact. And, in that pocket, a wallet. Spider-Man dug in, pulling it out and read the I.D. card.

"Dr. Van Adder," he read quietly.

**:::Charity Event::: **

Gwen Stacy was on the floor, shaking like a leaf in front of her father. At the opposite end of the hall, Crime Master stood, trembling as well but not quite as bad. His arm was extended, smoke rising from the tip of his gun. A moment or two later, the gun fell from his limp right hand, blood pouring from his shoulder.

He dropped to the floor, sitting upright just enough to keep his eyes on the scene before him.

In Gwen's hands was a weapon. She had found the gun while everything was happening. One of Crime Master's goons must have dropped it or something. It just wasn't until now that she had summoned enough courage to use it. To pull the trigger and put an end to all of this horror.

Shocked to his very soul, George carefully took the gun away from his daughter, "Honey?"

No answer, she was far too shaken by this point to even respond.

George choked back a sob and walked toward the individual responsible for all this hell, "Give me one reason not to finish you o..."

The color was rapidly draining from Crime Master's face. He was bleeding out, she hit an artery, "Twenty years," he spoke very weakly, "Twenty frickin' years... I've been planning this. Only to be cockblocked by a fluke and a stupid kid."

Crime Master coughed before continuing, "Thing is... This turned out even better... Than I could imagine."

"You son of a bitch..."

Crime Master spit blood before speaking further, eyes closing, "I wanted... I wanted to kill your daughter in front of you, and I still did. Just... I killed her alive... Ins-Instead of killing... Her... Dead."

His head tilted back and that was all she wrote. The end of the line for Crime Master. Or, maybe not?

As Captain Stacy looked away from his nemesis this past week and a half, turning to his daughter, he could see exactly what Crime Master was referring to. The expression on her face, the way she couldn't stop shaking, the way her breaths and heartbeat seemed to skip... Early signs of a possible trauma. His sixteen year-old daughter had killed someone with her own two hands.

George took one last look at Crime Master, determining once and for all that he was deceased. Then, he moved to his daughter's side, kneeling down and lifting her up, cradling her in his arms.

"It's okay," he whispered, strangely envisioning her as a little girl instead of a teenager, "It's all over. You're safe now. It's all over."

"You're safe now."

**:::Adder Residence::: **

When Spider-Man arrived at the Adder residence - having learned the address from the I.D. card - he found the lady crying on the back deck. Sitting in the moonlight crying. Long and sorrow-filled tears. Ones fueled by heartache. She must have known that her husband had transformed into the creature. She must have already known that he was dead. That she would never once again see him, touch him, be with him.

Spider-Man was perched to the side of the house, clinging to the siding, "Mrs. Adder?"

Startled, she gasped, turning back to find none other than Spider-Man, the one who killed her husband. Her eyes were full of hurt and anger, her fists clenched so tightly that her knuckles turned solid white. Yet, she soon softened, "Thank you, Spider-Man."

He wasn't expecting gratitude.

She took a deep breath and sat down, "My husband was suffering. You put him out of his misery. For that, I thank you."

Spider-Man respectfully bowed his head.

"He wanted me to tell you something," Peter lifted the mask up halfway, so that she could hear him clearly, "He said... He loves you."

She only cried in return.

**:::Elsewhere::: **

He didn't care to use such sour speech, but Benjamin Parker was pissed off. He had just left the event and there was no sign of Peter, anywhere. He did run into Norman Osborn, and he claimed that Peter must have run off somewhere when all hell broke loose. Which was understandable. But, damn it, Peter had a cell phone. Why couldn't he use it? Why couldn't he call them and tell them where he was? Why was he so insistent lately on defying their wishes?

Ben thought he heard an alarm from somewhere, but he was so worked up that he didn't give it a second thought.

He just couldn't believe Peter. What had gotten into the boy lately? Acting weird, not wearing his glasses, sneaking out, and not coming home when asked to. Not staying home when told to, either. Was it just a teenager being one? Was he just going through a little spell of rebellion? If that was the case, then it was simply a matter of him growing out of it. Though that begged the question... How long until he did?

Maybe Ben was just never cut out for the parenting thing. Before Richard and Mary passed away, he saw himself as the cool uncle that visited on the weekends, took Peter to ballgames, that sort of thing. Of course, that all changed in a heartbeat on that fateful day. Which, at times, gave him guilt for ignoring what really happened, for never telling Peter the truth. For never telling his nephew...

What really happened to his parents.

The driver side window smashed in, a piece of glass cutting his forehead. Before Ben could even make sense, he was being dragged out of his car by some young punk with a knife and somewhere to go...

"Please, please!" Ben shouted, trying to break free, "I have a nephew and wife that need me."

"Not as much as I need the car!" he punched Ben in the gut, doubling him over, knocking the wind out of him.

If only he was in shape like the old days. If this was back then, the rotten punk wouldn't stand a chance. Wouldn't have a prayer, he'd already be out cold on the pavement, seeing god damn birds. But, these weren't the old days. The muscles and reflexes weren't what they once were. Neither was the strength.

Punk had a backpack on, money stuffed inside, a couple bills sticking out through the zipper. And, he was just a kid, couldn't be much older than Peter. A kid... Just a kid...

"My nephew is missing," Ben said bravely, "I need my car, I need to find him."

"Nah, old man," the punk got ready to deal some hurt, "I need the car!"

"No," Ben shoved him back, which warranted a kick to the leg and a punch to the head, knocking Ben back against the side of the car.

"Fine, screw it!" the kid exclaimed, raising his arm to stab Ben, the old man closing his eyes...

_Thwip! _

"What the... YYYAAAAAHHHH!"

Benjamin Parker opened his eyes to find the would-be murderer stuck to the side of a shop, trapped in a massive spider's web. Then he saw the superhero himself, Spider-Man, crouched atop a traffic light, his costume ripped on the torso section.

"It's you," Ben said, breathless, "Spider-Man? Is it?"

Peter didn't say a word in return, only kept his gaze on his uncle through the bug-eyed lenses.

"Listen," he had to ask, "Have you seen a high school kid, about so-so height and size? Shaggy hair? Smart looking?"

Peter smiled somewhat under the mask, realizing it was time for him to go home. He then pointed down the street.

"Okay, thank you very much," Ben got in the car and drove off. "Uhhh... Bye now."

Spider-Man simply nodded his head, then quickly web-swung away.

About five minutes later, Ben stopped the car when he found Peter stumbling out onto a street corner. He was a little worse for the wear, but the old man sprang out of that car and threw his arms around Peter, so incredibly happy to see him...

"Uncle Ben," Peter was concerned, "Are you... What happened?"

"You wouldn't believe it if I told you," they both got in the car, "Now, where have you been?"

"What happened at the charity event had me all messed up," Peter explained, "I got lost... I'm sorry, you were right, I should of stayed home."

"Why didn't you call?"

"Phone died," easy explanation, "I forgot to charge it this morning."

Ben sighed, "Your aunt May and I were so worried."

"I'm the one that should be worried," he gestured to the minor cut, "What happened?"

"Oh, well... I was almost car-jacked."

"Almost?"

**:::Midtown High School::: **

It was insane how mundane and plain average Monday morning felt. It was so... usual and normal. Peter really couldn't believe it as he walked through the front doors with Harry and Randy. These past few weeks, Peter had been bitten by a genetically enhanced spider, gained super special spider abilities, became a superhero, saved Norman Osborn, defeated a Goblin monster, and saved his uncle Ben from a thief.

Maybe it wasn't so cut and dry, maybe it wasn't that easy to sum up the experience. That Goblin was a human being, turned into a monster by Oscorp. One of Van Adder's last words were don't trust Osborn. Norman knew that Peter Parker not only had super abilities, but was Spider-Man. And, something told Peter that this wasn't over. There was more to come. There would be more for him to go through, to fight.

Right now, though, it was Monday morning and he wasn't Spider-Man, he was Peter Parker. A scrawny school nerd who had just been shoved into the lockers by Flash Thompson and flipped off by Sally Avril. An accident-prone kid who tripped over an untied shoelace and embarrassed his best friend in front of the girl he was in love with. A boy who was happy that new redhead with the pretty eyes was back on her feet, and hoped she would talk to him.

It was Monday morning at Midtown High School and Peter Parker was just an average boy.

Yeah, an average boy who just happened to also be...

_The Amazing Spider-Man_.

_**ZEROBEN'S SPIDER-MAN **_

_The three-act origin is complete. Uncle Ben has survived. Kind of controversial, but in this... Peter's been taught since day one about great power and great responsibility. It's already in his head and he understands it. So, I didn't want to kill off the character just so he could learn a lesson he didn't need to be taught. The last little scene in the school basically represents that life goes on. Yeah, he's Spider-Man, yeah he's a superhero, he just fought a Goblin monster, but he's still Peter Parker at the same time. _

_I'm gonna be continuing with blending the arcs, though not every storyline is going to be three acts. That was just for the origin. There's a One-Shot next chapter that kinda bridges this storyline to the next one. I didn't want to include it in the next arc, because it's really it's own thing. I'll end the origin off with this..._

_9 down. 91 more to go._


	10. Between Then and Now

_Yeah, I'm shooting for a 100 chapters for this. Also, a 100 for Avengers when the time comes. _

**ZEROBEN'S SPIDER-MAN **

**"Between Then and Now" **

"Are we sure about this, Ben?"

A jewelry store specializing in diamonds had just been hit by a criminal. But, it wasn't your average run of the mill lowlife, though. It was a costumed villain dressed in black and silver with metal rings all around his body, expertly used in his scheme. He had just exited the store with a bag full of the shiny, when he was met by the character known only and simply as... Spider-Man.

"I'm sure he'll be okay."

Spider-Man easily landed atop a lamp post, ready to take down the villain calling himself the Ringer. Yeah, seriously, _the Ringer_. At any rate, the Ringer started making good use of the rings around his body, using them as projectiles. One had hit Spider-Man, the hero figuring it wouldn't do anything, so he simply took the blow. Not a good idea. It cut through his costume right across the spider emblem on his chest and left a nasty little bruise.

"It's just so dangerous. What if he gets himself hurt?"

Now with a little more urgency, Spider-Man dodged the remainder of Ringer's attack, jumping from spot to spot. When the villain needed time to get another batch ready, Spider-Man spun a web to the diamonds and secured them to a wall, far away from Ringer's reach. The villain cried out in anger.

"It is dangerous, but after the talk I had with him, I feel confident that we can trust him again."

Spider-Man punched Ringer, then kicked him, then an uppercut for good measure. Accidentally, the uppercut sent Ringer flying back through the front window of the jewelry store, supplying quite the mess for the owner. With Ringer out cold on the floor, covered in various items and broken glass, Spider-Man apologetically waved at the owner with embarrassed spider eyes and then web-zipped away.

"I don't know. I don't like it. You know how I worry."

From high above, Spider-Man stopped at a patch of webbing that had a camera stuck in the middle. He took it off then looked down as the Ringer was apprehended by the police and the diamonds were safely returned to the owner of the jewelry store.

"I'm not crazy about the idea, either. But, I think it teaches him responsibility, teaches him how to handle money. It could be a little rough at times, but I'm okay with Peter photographing Spider-Man."

Having shed his Spider-Man costume, Peter Parker was now walking into the Daily Bugle with a fresh set of Spidey pics to sell to J. Jonah Jameson.

**:::Empire State University::: **

Even though he web-swung halfway across the city, Peter Parker was still late for his first day of interning for Doctor Connors. It couldn't be helped, though. The Ringer had to be taken care of. What a lame villain, by the way. Plus, he had to drop the photographs off at the Bugle. His aunt and uncle had a bill that needed to be paid in the morning, so Peter needed to have the money as soon as possible.

Empire State University.

One of the premiere colleges on the east coast. It even had its own child prodigy, thirteen year old Miles Morales. Its alumni included Dr. Connors, Norman Osborn, Dr. Octavius, J. Jonah Jameson, Robbie Robertson, Ben Urich and many more. Not only was Doctor Connors a professor at the university, but it's also where his personal laboratory was located. A room in which Peter Parker had only caught glimpses of in the past.

A room in which Peter had just opened the door to...

"When Norman Osborn said I should push this internship forward," the voice of Doctor Curt Connors, obviously displeased with Peter's tardiness, "I was under the impression I wouldn't be making a mistake by agreeing to it."

"I know I'm late," Peter sighed, "It took longer at the Daily Bugle than I..."

"Excuses aren't welcomed here," Connors reminded the student.

"Right," Peter nodded, "I'm sorry. It won't happen again."

Connors had to set the record straight before going even one step further with this arrangement, "This is an opportunity not to be thrown away, Peter. Not just anybody gets the chance to work with me in my lab. Only the best and only the brightest. Do not squander this opportunity. If you're going to do this, it has to be a top priority."

Peter was suddenly stressing. Was he taking on too much? Spider-Man, school work, Daily Bugle and ESU? Would it end up being more than he could handle? Spider-Man was a must, just like his school work was. The Daily Bugle and ESU were bonuses. But, the Daily Bugle was a bonus that helped pay the bills. Doctor Connors was right about the internship being an opportunity not to be thrown away.

No, he could do this. He could cover all his bases. Peter had confidence in himself that this was all possible to complete.

**:::Secret Meeting::: **

In the underworld of New York, there were three distinct empires. One being lead by Hammerhead - a crime lord who was in a car accident long ago, the top of his skull being repaired by an unbreakable metal plate made of vibranium. Then there was Tombstone - an albino black man who had fought long and hard for every ounce of success he had obtained. Lastly, there was the dreaded Kingpin. He was the mountain of a man behind it all. Nothing happened without his say-so. Nothing at all.

Which was what made the trouble of two weeks ago so unforgivable...

"My bet? It ain't gonna happen again," Hammerhead spoke up, looking to his business partners, "That Crime Master turned out to be nothin' but a nuisance with daddy issues. Off the wall."

"My camp discovered something interesting," Tombstone said cryptically, sliding a document-filled folder across the table to the Kingpin, "And I thought you should be made aware of it."

"Don't I get a look?" Hammerhead asked.

"If what this is telling me is true, then you've already had a look," Kingpin remarked, flipping through the papers, "Tell me, Hammer, how long have Marko and O'Hirn been under your employ?"

Hammerhead suddenly felt a lump forming in the back of his throat.

"Now's not the time for silence," Tombstone advised.

"Damn it!" Hammerhead smacked the table and stood up, unable to stand still, "You couldn't come to me with this before him?" he was angry with Tombstone.

"Two of your top guys were working for Crime Master the entire time," Tombstone made it obvious, "No wonder we never knew where he was hiding. He had insider information. He knew where we wouldn't look. And, one place that we never looked was under one of your _fine establishments_."

"I wasn't in on it," Hammerhead pointed a finger, "And screw you for even insinuating that I..."

"You have to wonder," Tombstone stood, having a good foot over Hammerhead in height, "What's worse? Working both sides of the iron, or having no idea what your own men have been up to."

A stare down between the two men that didn't come to a halt until Kingpin's deep voice was heard...

"Answer him," Kingpin ordered the shorter man.

Hammerhead was fit to be tied, but kept himself calm, "All right, Lewis contacted me beforehand, okay? I was knee deep before the hit on him went out."

"Unbelievable," Tombstone was disgusted, "I knew you couldn't be trusted."

"You're out," Kingpin declared.

"No, c'mon, I did nothing to disrespect either of you," somewhat of an apology from Hammerhead, "He paid me ten thousand in cash. He even gave me extra in advance for two of my guys."

"We can't trust you," Tombstone said, "For all we know, you're hiding the Enforcers now."

"I am not hiding anyone or anything," Hammerhead quickly defended himself, "I'm frickin' more upfront now than I ever was."

"How do we know?" Tombstone countered in a clever manner, "All that time you helped us search for Lewis, and you knew exactly where he was. You can't be trusted. King is right for booting you. If it was up to me, I would close your throat right here."

"I'll make good on it," Hammerhead offered Kingpin, "Name your price."

Kingpin thought it over for a moment, Tombstone voicing his concern over the matter, "You can't trust him. And, in our little triangle, all we have is trust."

"I'll offer you a deal," Kingpin said to Hammerhead, "You cheat Tombstone and I one more time, then I'll personally see to it that that vibranium plate is ripped out while you are completely awake and alert, able to feel every ounce of pain."

Hammerhead gulped nervously, "Understood."

"I'm not finished. I also want Marko and O'Hirn in my army, not yours, free of charge. From this point forward, they both work for me."

"O'Hirn's in a body cast at Ravencroft," Hammerhead explained, "What do you want with..."

"They are no longer your concern. Therefore, that is no longer your concern."

Hammerhead sighed, "Fine. They're yours."

"Now go," Kingpin ordered, "I don't want you in my presence any longer. You're making me sick."

Biting back more words, Hammerhead swallowed them down and left the meeting. Once he was gone, Tombstone felt compelled to ask...

"Why didn't you axe him?"

"Because, a living corpse is far more useful than a dead one. Besides, at some point, with the plans I have in mind, I could use him as a diversion."

"Plans? As in O'Hirn?"

"Plans... As in... They are my plans, not yours."

**:::Stacy Household::: **

It wasn't the easiest thing he had ever done, but George had managed to cover it up. No one was any the wiser that it was Gwen who shot Crime Master. They all believed that it was Captain Stacy. But, this did little to alleviate the turmoil festering inside of Gwen. She just wasn't the same girl anymore. Granted, she was never the happy and smiley type, but she was never this bad.

She wouldn't eat, couldn't sleep. School wasn't even an option at this point. She couldn't function. It was almost like she was still there in that hallway, constantly reliving it. In a way, she was still trapped. Crime Master was one-hundred correct when he claimed that he had killed her alive. It was like she was dead, but her body didn't know it yet.

Another morning. He felt horrible leaving her alone, but he had already taken more than a week off of work. NYPD needed their captain back. George and Gwen had had the same neighbors ever since they moved in. People that could be trusted, that George was sure would take care of Gwen. He had asked them to check in on her every so often, and they agreed.

"I'm fine," Gwen said in a flat tone of voice as her father gave her a hug goodbye for the day.

"I feel like you should be talking about what happened. Maybe, like a therapist or someone?"

"I don't want to," Gwen replied quietly.

He could only flash her a sympathetic look as he moved toward the door, grabbing his coat along the way. After opening the door and before walking through it, he turned back around for a silent moment. Then, he left, locking it behind him.

**:::Midtown High School::: **

"I just can't believe Puny Parker's got the goods on Spidey, and he's not sharin' the wealth."

Flash was in a mood. Not only was one of his rivals at Midtown High becoming more popular than he was, but the geek appeared to be friends with Spider-Man, and wouldn't so much as share a single tidbit of news. Not one shred. Not even the slightest hint of where Spider-Man would be, or how the two of them had met. Or even how the hell it came to be that Parker became the unofficial photographer of Spider-Man.

"Oh, trust me, he'll share it if he gets the right incentive," Sally mentioned as the typical group of football players and cheerleaders walked the hall, Liz and Flash arm in arm.

A little behind them, Eddie Brock was grumbling under his breath to himself. What made Peter Parker so special? How the hell did some no-name nerd turn into top dog overnight? Spider-Man, that's how. And, damn it, Eddie was so close to nabbing the first official pictures of Spider-Man when he was facing the Goblin monster. But, no. Eddie ran out of that place like a coward, and could barely muster up the courage to show his face at the Daily Bugle again.

He had to one-up Parker. Had to capture Spider-Man in action when Peter either wasn't there or simply couldn't be around at that time. But... How?

At that moment, Felicia Hardy came up, standing next to Eddie with her designer clothing and short spikey black hair, styled somewhat punkish. Her and Eddie had a past, having dated on and off several times over the years, going back to sixth grade puppy love. Through it all, they remained close, though Eddie still had feelings and Felicia's high-class father wasn't a fan of the relationship altogether.

"Somewhat put jelly in your fluffer-nutter during breakfast?" she asked humorously, noticing Eddie's grimace.

Eddie simply leaned back against a set of lockers, "It's that frickin' Parker kid."

Felicia sighed, surprised to find Eddie harping over it, "You're still on this?"

"Yeah."

"Eddie, we're best friends, but... To be honest... You're lazy and you're always looking for an easy way out. You also never think things through," she added, "You could have snapped some piccies of Spider-Man, but you bailed instead. Do yourself a favor and let it go."

"I know," Eddie grumbled, "Trust me, I know all of that."

"And what are you gonna do about it?" Felicia wondered, "Keep bitching and moaning, like usual?"

He was going to answer, but was interrupted...

"Or... Are you going to do something about it this time?"

That's what he wanted to do. Wanted to try something... Anything, to get back into Jonah's good graces. Or, at least, what ever was closest to his good graces. He once again thought of one-upping Peter Parker. Snapping shots of Spider-Man in action and getting them to the Bugle before Parker did. Yeah, that was the only chance he had at this point.

"Well?"

"I have an idea," Eddie said without revealing too much, "A good one, too."

**:::Meanwhile::: **

"No, Harry. You don't add Y. You divide it by Q, then subtract that, and whatever's left equals X."

Harry Osborn wasn't great at advanced calculus. Luckily, he had a best friend who was a genius at everything. It didn't seem to matter if it was math, science, or anything else. Simply put, Peter Benjamin Parker was a genius. It was like he knew everything there was to know. And, just when it seemed he was at the top of his world, you add in a spider bite and he becomes the Spectacular Spider-Man.

Harry should of felt guilty, should have felt conflicted inside in regards to Peter's superhero status and his father's recent infatuation with developing a working super-soldier serum. But, he wasn't. Harry's friendship with Peter meant more to him than his crumbling relationship with his father. Harry couldn't even envision selling out Peter to his father, no matter what the prize was for doing so.

"Do you think you could help me next, Peter?" Mary Jane asked as she, Harry and Peter sat together in the library.

Peter partly chuckled, "Yeah, of course."

Mary Jane didn't know what to think of Peter Parker. Oddly, it was hard for her to picture him as Spider-Man. What he did that day the Goblin attacked the bus was evidence enough, but she still had difficulty. For the past year, superheroes had been real, but they seemed a lifetime away. It felt like they were part of a world that Mary Jane was merely a spectator of. But now? Now, she was friends with one. At times, it would frazzle her mind merely thinking about it. She would be lost in her thoughts, just trying to comprehend that otherwise simple fact.

"Thank god someone knows this stuff, right MJ?" Harry nudged the redhead with a smirk.

Peter laughed. And, how lucky was he? He had an established best friend in Harry, and it felt like he and Mary Jane were steadily evolving to that status as well. After making it past the initial shock of him being Spider-Man, they hung out with each other everyday. They walked to the bus from home, then from the bus back to home after school. It was that time with her that Peter enjoyed most.

As far as Harry, Peter had developed a trust issue with the son of Norman Osborn. Not due to Harry, though. It could all be credited to his father. Every time Peter and Norman crossed paths, the air was suddenly thick with tension. Suddenly, time seemed to slow and every moment became more and more important than the last. Peter no longer felt comfortable going to Harry's home. He hadn't done so once in the past week, which was the longest period of time he hadn't, not counting a vacation or being sick.

**:::Ravencroft Sanitarium::: **

As Dr. Ashley Kafka walked the tormented halls of Ravencroft Sanitarium en route to visiting a patient, she thought back to her parents initial reaction when she informed them that she desired to move to America to study criminals. They loathed the very idea, stating confidently that her soul would become as corrupted as the lost ones she would be studying. They said that if she observed the monsters long enough, that she would become one as well.

Regardless, Dr. Kafka went through with her dream, defying her parents' wishes. She attended the finest of Universities, finishing at the top of each class. Her major was criminology. Her teachers and mentors all gave her the highest of regards and recommendations. It wasn't long following her completion of the classes that she was given jobs as a profiler. She worked with the police force, really trying to dig deep inside the minds of criminals.

However, it wasn't enough. She craved more knowledge, and felt a new sense of obligation to not only help the police, but also help these lost souls find redemption. That was when she came up with the plan to design and develop the Ravencroft Sanitarium for the criminally insane. At this place, she could study their habits, delve into their twisted and mangled psyches, and perhaps discover the means to rehabilitate them as well.

Currently, her sights were set on an individual who was far from insane, but very much a criminal. The only reason he had been admitted here was because of the injuries he sustained. Ravencroft was the only facility of its kind that housed the appropriate means to help one such as Alex O'Hirn...

_It was the Clothes Out of Kindness Charity Event, and Crime Master's plan was unfolding before the crowd. When suddenly, the wall of windows crashed to mere bits and the menacing and destructive Goblin creature landed right in the middle of everything. Alex O'Hirn - who was covering one of the exits with an SMG - hadn't a moment to react before a fireball was launched right at him. The force of the blast sent him through the air into the hallway, his neck cracking and snapping when he impacted the tiled floor. _

He was in a coma for three days before waking up and discovering that he couldn't move a single thing from the neck down. To him, his life was over.

"Hello, Alex," Dr. Kafka greeted, standing at his bedside, her Indian accent very noticeable, "How are you feeling today?"

Alex simply stared at the blank white walls, emotionless and cold, "You come in here every afternoon, and you ask me the same thing. And, I answer with the same thing. Tell me, Doc, what's the point?"

"Because, one of these times, I'm going to ask you the same question, but you're going to answer it differently. You're going to say... 'Better'."

"Doubt it," Alex responded with a sigh, "But, whatever helps write your paycheck, right?"

**:::The Triskelion::: **

SHIELD agent Phil Coulson had seen a lot in his career with this special organization. The creation of the Hulk, the blueprints being drawn for the Avengers, the invention of Pym Particles, Thor battling mythical Frost Giants, the list went on and on. He knew how it worked. He knew how Director Nick Fury's mind worked. He knew the ins and outs, the standard protocols, what was what.

So, agent Phil Coulson knew why he had been summoned to Director Fury's office at SHIELD HQ. He knew it was to do with Spider-Man. He knew that a trip to the city was upcoming. He understood that it would be his duty to bring Spider-Man to the Triskelion.

Agent Coulson entered the office, finding Director Fury standing in the center, hands folded behind his back, sporting a new black trench coat and shaven head. To the side of the room was a large monitor detailing information so far known about this new superhero.

"Spider-Man," Fury began, keeping his eye on the monitor, "The new kid in school. Doesn't know anyone, doesn't have any friends, but he's certainly making a splash."

"You want me to track him down?" Coulson asked.

"That's the thing," Fury said, "We've approached Iron Man, and that didn't work. Same with Hulk, Thor, and even Moon Knight. Captain America had better results, but that's a different story."

"Sir?" agent Coulson was a little confused.

"We're not gonna approach this one, Coulson," Fury revealed, "But, we are going to monitor him closely. Very closely."

Agent Coulson listened _closely_.

"I want you in the city," Fury laid out the plans, "I want you to transform into a full-fledged average New Yorker. And, I want you to track him. Every move you see him make, I want it documented. I want photographs, video, write-ups, the damn works on this one. And, most importantly, I wanna know who he is under that mask. You up for it, Coulson?"

"Of course, sir," agent Coulson nodded, "Of course."

**:::Elsewhere::: **

"Of all the lousy, rotten, no good, despicable, downright rude... Aggghhh... I HATE THAT MAN!"

A fresh copy of the New York Times was slammed down to a table with a loud and resounding smack. An older man in a gray suit was pacing the floor of his home in the Bronx, the scowl on his face made all the more so with the nose that seemed to hang down a little too much. For comparison, it almost looked like a beak.

Right on the front page of the paper, printed in bold for all the world to see, was a picture of what had been labeled one of Oscorp's greatest inventions. If not, one of the greatest known to man in history. It was dubbed Project: Vulture. It was an extremely specially designed flight harness and set of glider wings. It would provide normal everyday people with the ability of flight. And, that rat bastard was TAKING ALL THE CREDIT FOR IT!

"Damn you, Osborn!"

The older man was enraged. It was he who created the technology. It was he who birthed the idea. However, it was he who foolishly went to Norman Osborn for the funding. Foolishly, it was he who trusted that bastard with the greatest idea ever.

"No, don't worry, Toomes," the older man mumbled as he paced the floor, still scowling, "It'll be fine. When the times comes, you'll get the credit you deserve. Trust me on this one. YEAH, MY ASS!"

Toomes kicked a kitchen chair, instantly cringing in pain, hobbling for a minute, "Ahh, shouldn't have done that."

Damn that Norman Osborn. Nowhere on that page, anywhere within that article, did it ever say even once that it was the genius mind of Adrian Clifton Toomes whom created and designed the blueprints for Project: Vulture. Hell, it was even he who came up with the god damn name!

And now? Now... That thief... That criminal... Was going to parade Project: Vulture around New York on a special tour, claiming all credit?

"OH, I HATE HIM!"

This couldn't happen. This could not be allowed to transpire. Toomes had to act immediately. Something had to be done about this travesty. This crime.

Norman Osborn would surely regret the very moment he decided to double-cross Adrian Clifton Toomes.

_**ZEROBEN'S SPIDER-MAN **_

_And there you have it. Chapter 10 is in the books. Future villains are set-up, as well as Peter freelancing for the Bugle and the rivalry with Eddie Brock. Also, there's Felicia Hardy and Dr. Kafka, who is slightly inspired by Kavita Rao. Hence, being born in India. Ravencroft isn't going to be Spider-Man's Arkham, but it will have a presence in this. Also, I wanted to include Miles in this, so there you go._

_Next arc is going to be called "Partners in Crime" _


	11. Partners In Crime Part I

_In this, I'm envisioning the Spidey suit as the one from the upcoming reboot. Not important, but just saying._

**ZEROBEN'S SPIDER-MAN**

**"Partners In Crime" Part I**

"Ladies and gentlemen, let me start this off by saying how grateful I am that you all showed up. This mark's the first of many tours for Oscorp Inventions, and all of you attending have already made it quite the success."

The first official stop on the Project: Vulture tour of New York. Peter had received a special invitation. And, despite being wary of Norman Osborn, he couldn't help but accept. He wanted a closer look at the Project: Vulture tech, and he was hoping to secure some more money by snapping some photographs for Jameson at the Daily Bugle. A demonstration had been promised, but Norman had been known to break such promises in the past.

Harry Osborn was also in attendance. Not so much for his father, though. He had been talked into going by Peter, who said he'd be more comfortable going with someone he knew. And, as predicted, Harry was bored. All this science talk always flew way over his head. But, he was helping out his buddy. Should count for some kind of good karma, right?

"So, are there any questions?" Norman asked the crowd, and a chorus of hands shot up into the air.

As questions were asked by the public and Mr. Osborn responded to them, there was one particular person in the crowd that was more interested than the others. He was a young man in his late twenties by the name of Blackie Drago. He was there on official business. He had been hired by Adrian Toomes to spy on the proceedings and gather information. Toomes wanted to know any and everything about the product that he actually invented.

"This is so cool," Peter couldn't hide his boyish grin as he spoke to Harry while snapping pictures.

"I don't see what the big deal is," Harry being a bit of a buzzkill, "Iron Man can fly all over the world. Plus, a couple of his enemies can, too."

"Yeah, but with massive power sources," Peter reminded his friend, "This tech is completely different. It runs on air. There's no battery. I really have to hand it to your dad on this one, it's revolutionary. It could change the world."

Harry was kind of surprised to hear that, "You're a fan of my dad now?"

Peter sighed, "Don't talk about that here."

Harry just shook his head, now officially annoyed. Not only was he attending a boring demonstration, but now his best friend was all gung-ho about his dad? What was the world coming to?

**:::New York City Subway:::**

The train would be arriving in minutes. Good. It couldn't come any sooner. The woman standing to the side of a pillar couldn't wait any longer. She had an appointment that she needed to keep, and being late couldn't be tolerated in the slightest. She had to speak with a realtor about a beautiful house in a beautiful neighborhood. Her husband and children were going to love it.

As she waited, people walking by, she noticed a rather large and peculiar looking man move past. He was wearing heavy clothing, which included a bulky hooded sweatshirt covering his face, and big boots who's laces weren't tied. As he trudged by her, not even glancing her way, she couldn't help but retch at the foul smell he gave off. It was like he had bathed in the sewer. Oh god, it was so rancid.

Like something died in her nose and never got out.

Not to sound rude, but it was a blessing when he blended in with the crowd and was out of her sight. She happened to glance down at the subway floor, and there was disgusting boot prints made out of mud and green water. They nearly smelled as bad as the man. Did he literally just crawl out of the sewer? He must have. But, why? Maybe he was just a city worker, tasked with cleaning up some kind of mess. The stench would explain why he kept his face hidden. Still, it was...

"AH!" the woman screeched, hopping a step back, dropping her purse in the process as a big fat rat cuddled up against her ankle. When she tried to shoo it away, it bit her, leaving a nasty spot of blood on the bone.

Then, shockingly, it curled its little tail around the strap of her purse and began carrying it away. That it had enough strength and control in its tail was just as surprising a fact as it taking the purse in the first place.

The woman started chasing it, only to stop when a group of other rats came, huddling together with the main one, and crawled down to the tracks just as a train came to a stop.

"Holy crap, I can't believe that just happened," someone laughed, unintentionally being rude to the woman.

Another had a cell phone camera recording the entire ordeal, "Dude, that was sick! I didn't even know rats could do that."

"They can't," a man with glasses commented, "It doesn't make sense."

"Everything important I have is in that purse," the woman cried, wiping large beads of sweat from her forehead, "I'm supposed to be at a meeting in ten minutes. I can't believe this!"

"It bit you," the man noticed, "How are you feeling?"

Her throat was dry, she could barely swallow, and a fever was fast building. She suddenly felt faint, and fell over. The man caught her, though, luckily breaking her fall.

"We need a medic here," he shouted to the people, "Now!"

**:::The Hardy Residence:::**

With nothing much to do, Felicia Hardy was just laying on her bed, messing around on her laptop. Checking this and that, updating her status on Facebook, seeing what the latest gossip was on Midtown High. That sort of thing. Which, was just so boring. In fact, mostly everything to her was boring these days. Her life had just become so mundane. Rather than living life to the fullest, she merely felt as though she were simply going through the motions.

She wasn't in the game. Merely, she was a spectator sitting on the bleachers, dreaming of what she could do if given the opportunity to play.

Liz was going on about how she was excited for the first school dance of the year. Sally was bitching about the cheer uniforms. Harry didn't seem all that excited to be at his father's demonstration. Randy was complaining about how much he hates social networking. Kenny and Hobie were both being... well... Kenny and Hobie. And then there was Flash going on and on about how he witnessed his new hero - Spider-Man - save people from a burning building in Queens.

Spider-Man...

_'Now that's the kind a guy a girl like me could get used to.'_

Felicia smirked as clicked on one of Flash's likes - a page dedicated to Spider-Man - and began scrolling through pics of the web-slinger. Most of the pictures were shoddy. Just cell-phone camera snapshots. Nothing great. She had seen better, probably could take better. Although, she really couldn't fault any of the wanna-be photographers. Getting a crisp and clean photo of the Spider-Man in action was a difficult task.

Unless, of course, you were Peter Parker.

Hmmm... Maybe making nice with the nerd was the ticket to getting insider information on Spider-Man. Flash and his entourage had already tried over what felt like a hundred times. Parker never budged on the topic, though. But, what about a more feminine touch? A little female persuasion?

Felicia got up off her bed and walked over to the full-length mirror. Even in an old pair of jeans and a t-shirt, she knew she was a good looking girl. More than one football player had claimed she had great curves that hugged in all the right places. Peter Parker wouldn't be able to resist her.

A knock at her bedroom door, taking her away from her plotting...

"Yeah?" she called out.

"You have a visitor," the stern voice of her father from the other side of the door.

By only the tone of his voice, Felicia could tell exactly who it was. She fiddled with her hair for a moment, straightened her shirt and then exited the bedroom, heading downstairs.

Her house wasn't a mansion, but it also wasn't something just anyone could afford. Her father was very wealthy, his family always having money for generations. It wasn't Osborn money, but it was very close.

Felicia opened the front door, finding Eddie Brock on the porch, hands in his pockets, "Hey."

"Eddie," she wasn't shocked, but still surprised, "What's going on?"

Felicia shut the door behind her and they sat on the front steps, "Remember what you said last week?"

She had to think about it for a second or two, but she did remember, "Yeah."

Eddie sighed, feeling a bit nervous, "You're right. I always piss and moan, and I never do anything. So... I've decided to turn that all around."

Felicia didn't show it, but the feeling on the inside was that this was empty. Time and time again, Eddie had done the whole vow of being a changed man, but it never amounted to anything. He always reverted back to his old ways. He just didn't seem to have it in him to be something more, no matter how much better it would make him feel about himself. This was, actually, one of the reasons they never made it as a couple.

"First thing Saturday, I'm gonna walk in to Jameson's office and tell him that I'll get him Spider-Man pictures free of charge."

Felicia cocked a brow, "Eddie..."

"No," he shook his head, "I can do it. If that lil' Parker kid can, then why can't I?"

"Still... Why free?"

"That's the beauty," Eddie grinned, "Even if the pictures aren't as good, Jameson will go with mine because he won't have to pay for them. Then, as time goes on, I'll end up the Bugle's number one photographer. I got it all mapped out."

"Plus," Eddie kept it going, "There's another reason why I'm here. I've been thinking..."

Felicia sighed, knowing right where this was going, "Eddie... no."

"Why not?" he wanted another chance at being with her, "You can't deny that we're good together."

"Just because two people are good together... Doesn't mean that they're _good_ together," she hesitated, giving it a chance to hopefully sink in, "You know?"

"I'm different now," he tried to build a case for himself, "I got my sights set, I'm determined. And, I know I can make you happy, Felicia."

"Eddie, you have to work on yourself first before you go into any relationship," Felicia explained delicately, "You have issues."

"_Issues_," Eddie chuckled, standing up, hands back in his pockets, "There's no issues! I've never had issues. If there was, there'd be only one; I was never good enough for you."

Felicia looked away, "You don't have to be hurtful."

"I'm not the one being hurtful," he walked off her porch and down the walk, "Later, Felicia."

Felicia could only watch as he walked away, never bothering to turn back. It wasn't that he wasn't good enough, or anything like that. The problem was just that he... Oh, what was the point?

**:::Parker Household:::**

"Yeah, it was really something. I gotta hand it to Mr. Osborn, he really outdid himself. I mean... A machine that runs on air is revolutionary. It, like, has this intake device on the front. So, as long as you're moving forward, you're constantly refueling your reserve. It seems unbelievable, but it works!"

Peter was a bit of a motor mouth at dinner. But, his aunt May and uncle Ben welcomed the change. As of late, he always seemed so tense and distant. Like he constantly had some important thing on his mind. To see him now so relaxed and genuinely excited about something was great for the both of them.

"It's amazing," Peter said between mouthfuls, "It really is."

"Glad you're excited," Ben said, "So, how has ESU been going?"

"Good," Peter answered, "Doctor Connors is a genius. It's really a big opportunity for me. If I do well enough with him, I might get a paid scholarship to ESU."

"That would be wonderful," May smiled, "Just don't let taking pictures of Spider-Man distract you too much."

"I know," Peter said quietly, well aware of his aunt's distaste for him photographing Spider-Man. If only she knew the truth, right?

"Anyway," Ben changed the subject, "For once, I have some good news of my own to share."

That definitely caught Peter's attention, as well as May's.

"I have an interview next week," he announced, May and Peter smiling, "It's an electrician job. Just like I wanted."

"Oh, I hope this is the one," May already had her fingers crossed.

"That's great, uncle Ben."

"Yep," he agreed, "Hopefully, I'll be part of the work force once again, very soon."

That would be great. Peter knew how much being unemployed had hurt uncle Ben's confidence and pride. It also was driving him crazy, not having anything substantial to do all day. He was the type of man that constantly had to be doing something, that had to keep his hands busy. Hopefully this interview would be more positive than all the others. One thing was for sure, Ben's forte in life was being an electrician. This was definitely a step in the right direction, if nothing else.

"I'm happy for you, uncle Ben," Peter made sure to tell his uncle, May smiling as he did so.

**:::Elsewhere:::**

"Everyone loved it. They were practically eating it up right out of his hand."

Blackie Drago was offering up the information he gathered at the demonstration to Adrian Toomes. They had met at a local bar. Not many people, no prying eyes. Just the kind of place they needed to freely converse this matter.

"And it worked?" Toomes wanted to know again, "The demonstration was a success?"

Blackie downed a bit of his drink, curling his lips at its bite, "Yeah. He had some nobody test it outside. It went perfect."

"That bastard," Toomes slammed a fist on the table, instantly shaking it once he did.

"Did you just hurt yourself?" Blackie asked curiously.

"What's it to you!"

"Okay, okay," Blackie put up his hands, "Don't shoot, boss."

"I need an idea," Toomes tried to think.

"Why don't you just sue the guy?" Blackie asked, "That attorney in Hell's Kitchen never loses a case."

"I've already tried," Toomes sat back in his chair, favoring his sore knuckles, "No one will take the case."

"Why not?"

"No evidence," Toomes scowled, that nose hanging down, "I signed all the rights over to that thief."

"Yeah, but under the assumption that he was gonna give you credit later, right?"

"No matter," the scowl lingered, "From a legal standpoint, there is nothing I can do."

"So... How about from an illegal standpoint?" Blackie smirked, finishing his drink.

Adrian Toomes only looked at his associate, now left with something to ponder.

**:::Midtown High School:::**

Peter Parker shuffled down the school hallways in the morning as he always did, flanked by both his friends, Harry and Mary Jane. Business as usual as they walked to their first class. Yeah, until they were all stopped by the sudden appearance of one Felicia Hardy...

"Oh, sorry," Peter was oblivious, "Didn't..."

"It's Peter, right?" she smiled.

Mary Jane and Harry both cocked their eyebrows, instantly picking up on the flirtatious vibes this chick was putting out there.

"Umm..." nervous around hot girls, nervous around hot girls, "... Sure, I guess."

"You guess?" now Felicia was cocking her own brow.

MJ whispered to Harry, "Did he just really say that?"

"Yep," Harry's lips smacked on the p sound, "Sure did."

Peter shook out of his daze, "Um, yeah, I mean... I am. Or, I mean... I know I am?"

Felicia was starting to wonder if this was really worth it, "Okay..."

Peter took a deep breath, "Can we start over? I'd feel better if we started over."

Felicia chuckled, "You're cute, Peter. See you at lunch?"

"Okay, sounds great," Peter smiled, "See you there."

"Cool," Felicia said, "Well, I gotta get to class. Bye, Peter."

"Yeah... Bye," Peter nearly passed out after the spunky Felicia Hardy headed down the opposite way. Holy freakin' crap, did that actually happen? Did Felicia Hardy actually talk to him and say...

"See you at lunch?" Harry asked, "I wonder what brought that on all of a sudden?"

"He is pretty popular now," MJ said.

"Yeah," Peter's turn, "But only 'cause... Oh, I get it now."

Harry and Mary Jane both caught on. More likely than not, the only reason Felicia Hardy wanted anything to do with Peter Parker was because she was looking for some insider information on the Amazing Spider-Man.

"Bummer," Harry remarked, slapping an arm over his friend's shoulders, "But, hey, look on the bright side, at least you'll get to have a lunch with one of the hottest girls at Midtown High."

"I just hope I'm able to speak to her in coherent sentences," Peter added.

Little did they know, just around the corner was Eddie Brock, and he did not look at all happy with his ex-girlfriend chatting up his Daily Bugle rival. How could she? What was she trying to do? Literally rip his heart out of his chest and force it down his throat? Didn't she still care at least a little about him? Didn't she feel something? Anything?

"Parker," Brock muttered under his breath, "Peter Parker."

**:::Daily Bugle:::**

The Daily Bugle was currently riding the waves of an upswing in popularity. One that J. Jonah Jameson hoped they would continue to take advantage of. Problem being... Nothing as of late had been happening. Other than a burning building - which Parker didn't get pictures of - the last major Spider-Man sighting was when he battled some loser calling himself the Ringer. Spider-Man sold papers. But, they needed something else as well.

Apparently, yesterday in the subway, a woman was literally mugged by a gang of rats while waiting for the train. Yeah, it sounded pretty unbelievable. But, it really happened. There was video footage to prove it. It was one hell of a story to sell. The only problem being... It wasn't the Bugle that broke the news. Jameson wasn't one to sit back, though. If the people wanted to know about a gang of rats mugging a woman in the subway, then damn it, that's what the Bugle was gonna tell 'em all about!

Jameson tapped the button on his intercom, "Betty, get Ned in here," a second later, "Ah, there you are, what took you so long?"

Ned simply looked at him cockeyed.

"Where's Brock?"

"School, sir."

"I thought he dropped out?"

"No, sir."

"Eh well, let's improvise. Where's Urich? Get him in..."

"Interviewing the Ringer, like you asked him, Mr. Jameson."

"I see," this was a tough one, "Well, okay, looks like it's your time to shine, Ned! Don't expect a raise, though. It's bad enough Parker's breaking my back with the Spider-Man photo's."

"Ummm... What do you want me to do, sir?"

"It's just occurred to me that no one's bothered to interview the victim of the subway mugging."

"That's because she's in the hospital," Ned explained, though it should have been common knowledge, "She got sick from being bitten. Some kind of nasty infection."

"So?"

"Uhh... Well," Ned cleared his throat, "She's pretty much been asleep ever since she got there."

"Just wake her up then," Jameson said like it was no big deal at all.

"Sir, I don't think that's a good..."

"Ned," Jameson leaned forward over his desk, glaring right through poor Ned Leeds, "Do you or do you not want to get ahead in this business?"

"I do, b-but..."

"Exactly," a wide smile from the Editor In Chief, "Now, go out there and make me proud, Ned. Not that it's possible, but you could still give it the ol' college try."

"Okay," he so did not want to do this. But, what choice did he have? This was the first time Jameson had called upon him to do anything other than update the website or fetch him something. Ned had to take the bull by the horns. Even if it meant probably getting arrested for bothering a very sick person in the hospital.

**:::Midtown High School:::**

This felt odd.

There was Peter Parker, sitting all by himself at lunch, wishing he could just go over and sit with his friends, pretending none of this Felicia Hardy business ever happened. Ignorance was bliss, right? Anyway, where was she? He didn't spot her in the line, and she didn't strike him as being a brown-bagger like he was. Oh, how sweet it would be to just leave this behind and go sit with Harry, MJ and Randy. Sitting through another one of Harry's staring sessions of Liz Allan didn't seem so bad now.

"I didn't think you'd do it," and suddenly, there was Felicia, sitting across from Peter at the small and rounded table. She was, in fact, a brown-bagger. Go figure.

"I didn't think I would, either, actually," he felt nervous.

"So, how you liking the rise in popularity?" she wondered.

He didn't want to ask this next question, but he couldn't help it, "This is about Spider-Man, isn't it?"

Uh-oh, the jig was up. Would he cut this off before it started if she told him the truth? In that case, she couldn't just blurt the truth. If she made him mad or anything like that, then she would never get the scoop on Spider-Man. So, she had to play it cool...

"I'll be honest, Peter," she said, acting a little shy, "I'm sick of the usual clique that I hang out with. Honestly, Sally exhausts me and all Flash talks about now is Spider-Man. It's so annoying. And, I don't want to end up like Liz."

"What do you mean?"

"It's like she's stuck on the top of the fence," Felicia explained, "Doesn't know which yard to go in. You and Harry don't care about popularity. You don't care who likes you, and it seems like you're both loyal friends. I mean, you two look like you genuinely care about MJ, instead of trying to mold her into something like everyone else has."

"MJ's really cool."

"I want a friend," Felicia displayed soft eyes, "Someone that I can trust. Someone that I can count on. Not to mention, someone who might be able to help me with a few falling grades?"

They both let out a short laugh.

"I know I'm being really forward, but I couldn't think of any other way to..."

"Wow, seriously, Felicia?" Eddie Brock interrupted the conversation, "You really need revenge this bad?"

Felicia was instantly humiliated.

"Eddie, what's going..." Peter started before being grabbed by the collar of his shirt and shoved back.

"Stay out of it, Parker! And don't act like you know me 'cause you know my name!"

"I'm sorry, Peter," Felicia excused herself, leaving the cafeteria red-faced.

Eddie scoffed and turned back around to Peter, ready to vent his anger and frustration, "It ain't enough you outshine me at the Bugle, now you gotta steal my girl? What did I do to you?"

"What?" Peter was confused, "I didn't do either of those."

"Don't push me, Parker," Eddie warned, walking away, "'Cause I damn sure will push you back!"

_'Great. Now I have Eddie Brock gunning for me. And, just when I had Flash off my back.'_

**:::Hospital:::**

This just felt wrong.

Ned Leeds stepped off the elevator, swallowing nervously as he approached the nurse's station. Oh hell, what was the use? They would just deny him the chance to try and speak with the victim. If he was smart, he would have turned around right then and there, go back to the Bugle and tell Mr. Jameson that this was crossing a line that Ned wasn't willing to cross.

On the other hand, this was an opportunity. It wasn't everyday that Mr. Jameson told Ned to do something. Maybe Ned had to just shrug off his apprehension and go for it. Yeah, what's the worst that could happen, anyway? Probably just kick him out of the hospital. Hopefully not... Literally.

With a deep breath, Ned moved forward, nonchalantly bypassing the nurse's station altogether. Even more so, he peeked into the individual rooms until he found the right one. There she was, the lady from the video. With a casual glance, Ned saw no one was paying attention to him. Therefore, he slipped inside the room, quietly closing the door behind him. With any luck, he wouldn't be interrupted.

How absurd was this? Sneaking into a hospital room to interview the victim of a rat mugging? What was this? Some kind of cheesy comic book story?

The stench was awful and all too strong. It nearly knocked him on his feet. He had to stay the course, though. So, he approached the bedside with soft steps and trying to ignore that apprehension and foul smell.

"Excuse me?" he asked in a quiet voice, looking upon an obviously extremely ill woman, "Mrs. Grant?"

Nothing. This was a bad idea. One more attempt, though. If this didn't work, he'd simply make his exit and give Mr. Jameson the bad news. Even if it meant he would never receive a promotion.

"Mrs. Grant? Can you hear me? Mrs. Grant?"

She continued sleeping. Okay, just one more try...

Ned nudged her gently, "Mrs... Ugh," his lips curled in disgust, she felt so cold and clammy, "Oh my god, I shouldn't be here. If you can hear me, I'm terribly sorry."

Ned turned on a dime to leave, when he heard a sudden noise and was grabbed by a cold and clammy hand. Before he could even turn around, a set of teeth sunk into his hand.

"AHHH! I need help in here!" he yelled, his hand bleeding from the bite.

Then the woman pulled out all she was hooked up to and stood up, throwing a chair through the hospital window and then leaping to it, looking back over her shoulder at Ned with a horrific face and then jumped out.

"Z-Z-Z-Z..." he couldn't even say it, he was so shaken, laying on the floor, holding his aching and bleeding hand as the door was flung open, a nurse and an orderly discovering the scene.

That woman... That...

She was like...

A zombie!

_**ZEROBEN'S SPIDER-MAN**_

_No Spidey in this one, but hopefully you guys don't mind. The villain here is kind of obscure, I guess, but he did play a part in one of the more appreciated and applauded Spider-Man stories. I always liked him, although I boosted him a bit here to make him a more credible threat._


	12. Partners In Crime Part II

_Longest chapter yet._

**ZEROBEN'S SPIDER-MAN**

**"Partners In Crime" Part II**

"Man, this shit's gettin' weird."

That little nugget of everlasting wisdom was courtesy of Detective Stan Carter as he looked out the broken window. Down below, there was a lifeless and decimated body belonging to the patien who had been staying in this room. One Mrs. Grant. After biting a Daily Bugle reporter in a deranged craze, she smashed the window with a chair and committed suicide.

"She had to have been rabid," his partner, Jean Dewolff, commented, "They're testing the reporter now."

"But, the nurses said she tested negative for rabies," Carter reminded his partner, "Negative for other things, too."

"She had something wrong with her, Carter," Dewolff was sure of it, "The rat bit her, and when she woke up, she bit a human being. That constitutes something being wrong."

"She was on different medications. Really sick. She might have been having a nightmare and when she woke up, found some stranger standing next to her."

"Un-needed self defense," Dewolff finished the thought, "Makes sense, I guess. But still... Something's not adding up."

A nurse entered the room, approaching the detectives with the results on the reporter's test, "No sign of rabies. He's..."

"AAAAHHHHH!"

The ear-piercing scream took everyone by surprise. Carter and Dewolff quickly exited the room, finding chaos in the hallway. Another person had been bit. This time, it was a nurse. And, the Daily Bugle reporter was nowhere to be seen. Someone pointed to the stairs, and the detectives entered into pursuit.

"Close off all exits," Carter ordered a security guard as he ran by the man, "We got something nasty going on here and we cannot let it get loose!"

The detectives made it to the stairwell, and decided to split-up. Dewolff went down as Carter chose to go up. And, as luck would have it, it was Carter who found the reporter. The guy was on the rooftop, standing on the ledge, appearing as though he were ready to jump. End his life just like the woman had earlier.

"You don't wanna do that buddy," Carter said gently, weapon at the ready, just in case, "How about you come back to solid ground and we talk about this? Work it out?"

Then Dewolff's voice came on over the radio, "We have problems in here, Carter. The nurse is gone, and she bit someone else."

"Jesus Christ," Carter gasped, "What the hell's going on?"

"Did you find Leeds?"

"Got 'em right here," Carter answered, "Possible suicide attempt. I'm gonna try and talk him down, though."

Detective Carter slowly and cautiously inched closer and closer to the ledge. Ned stood as still as a statue, the breeze gently blowing the edges of his clothing and hair. When Carter was close enough, he noticed the man's face. He looked like a god damn zombie. There was even blood dribbling from his lips, to his chin, dripping off just a bit. Straight up horror movie material.

"Ned, I'm gonna need you to come with me, okay? You're sick. You need help. We can help you through this."

No response.

"Okay, the hard way it is," Carter moved suddenly, grabbing Leeds and pulling him down to the solid surface. However, this move warranted a violent response. And, Ned Leeds bit Detective Carter right in the arm, through his jacket. Once the deed was done, Ned jumped to the next building with ease. A feat he would never have been able to accomplish before.

**:::Meanwhile:::**

"Nothing like a good ol' web-swing around town to help clear my head."

Deciding he needed a little time to think recent developments through, Peter Parker took to the city under the guise of Spider-Man, freely swinging as his mind filled with recent events. There was Harry feeling a little sour about Peter admiring Norman's work. There was Felicia Hardy suddenly showing a possibly superficial interest in him. Plus, there was Eddie Brock filling the role previous left vacant by Flash Thompson.

Spider-Man stopped at the corner of a building for just a few moments. Maybe admiring Norman's work was a mistake he couldn't risk making. After all, Norman was somehow tied to what happened to Dr. Van Adder. Not to mention, he knew - or at least had a strong hunch - that Peter and Spider-Man were one in the same. Parker had to keep in mind at all times that Osborn wasn't to be trusted.

Although, one had to wonder as he resumed his swinging... Was Norman truly responsible for what happened to Adder?

Then what about Felicia? To Peter, it felt like she was fishing for a Spidey scoop. Wouldn't be the first time a girl put the moves on him because of that. Too bad Sally Avril wouldn't stoop so low. At least then he'd get to be close with the girl he had a crush on for what felt like forever. What made Peter want to be especially careful with Felicia, however, was the fact that she and Eddie were once an item. And, seriously, Eddie struck Peter - and everyone else - as someone who wasn't the sharpest knife in the drawer.

Uh-oh, spider-sense tingling... Sirens coming up from behind. So much for his peaceful swing through the city. Looked like Spider-Man was needed. Parker started following the speeding vehicles, web-swinging with the greatest of ease. Then something - rather, someone - caught his eye as well as his spider-sense. It was Ned Leeds from the Daily Bugle, running along the rooftops in a mad dash.

The teenage superhero cocked a spider-eye... Something about that picture just seemed wrong. Oh yeah... Probably that it was Ned Leeds parkouring the rooftops like he was... Spider-Man.

Spider-Man swung over, stopping Ned in his tracks. Instantly, he was hit with a stench that made him wish he had installed some kind of gas mask on the suit. Also, Ned was in horrible shape. There was blood, he was sweating profusely. And... He kinda... Well, he looked a little bit like... A zombie.

Wait... A zombie?

"Ned Leeds of the Daily Bugle," Peter said in a tough voice, "Nice parkour skills, man. But, I gotta wonder, is something wrong?"

Nothing.

"You wouldn't happen to have anything to do with the sirens would ya?" he asked casually.

Still nothing.

"All right," Peter rubbed the back of his head before extending an arm, "Let's at least get you to the hospital to get... Whoah!"

Parker jumped back, landing on the side of a flag pole as Ned lunged for him with an obvious appetite. Seemingly driven by a startling rage, Ned then jumped for Spider-Man again. Spidey dodged easily, and Ned went flying off the roof, falling faster and faster to the unforgiving ground below.

"Hold on!" Spidey dropped to the ledge and fired his webs, catching Ned safely, "Whoo, that was a close... Hey! Stop!"

Still being driven by the rage he was displaying, Ned incredibly started tearing through the webbing. This caused Peter to keep firing more and more until Ned was seemingly trapped in a cocoon of webbing. Parker stuck him to the side of the building and then crawled down, taking a closer look.

"Ned? Ned! Can you hear me?" Spider-Man asked over the loud growling and snarling, "What happened to you?"

Wherever the emergency vehicles were going had to be the source of this. And Spider-Man definitely needed to dig to the source of this situation. Peter patted Ned's head before zipping back to the roof, "Now don't you go runnin' off on me."

Spider-sense hit him like a brick once he was back top-side. Now somebody else was lunging straight for him, spiraling through the air like a dart! They tackled him down to the surface of the roof, leaning in close, trying to bite him. Hold up... Trying to bite him? What in the name of Thor's mighty hammer was wrong with New York City? Bad case of the munchies?

"Not cool, dude!" Spider-Man struggled, trying to push this guy off him, speaking through gritted teeth, "Not cool! Besides, spiders aren't good for your diet."

He finally succeeded, kicking the man off of him, then back-flipping to a vertical base. That's when he realized who this person was. It wasn't just any New Yorker. It was detective Stan Carter of the New York Police Department. Whatever happened to Ned, had happened to Detective Carter, too. And he was displaying the same abilities as Ned, also.

"Please tell me you can talk," Spider-Man hoped.

Still nothing.

"The lines of communication are officially closed," Spider-Man commented, jumping out of the way of another diving tackle from Detective Carter, "What happened to these guys? It's like they're actual zombies. Well... Super zombies."

Detective Carter was just as crazed and determined as Ned was. His attacks were basic, practically primal. There was no finesse or planning behind them in the least. It was all instinct and reflex, driven by whatever had drove them mad in the first place.

Before Carter could attack again, Spider-Man webbed his ankles together, then his hands behind his back. After that, he created another cocoon, just like the one he made for Ned Leeds. Right then, it's all he could think of. Then he had the idea of keeping the two of them together, so he brought over the still trapped Ned Leeds and stuck them back to back in their sticky traps.

"That should do the trick," Spider-Man remarked before glancing up to the sky, "It's gonna be dark soon. I better find out what this is all about as fast as I can. If there's two, there might be more. I hope not, though."

**:::Somewhere Else:::**

A heavy rusted and metal door was pushed open with a little extra muscle. The pitch black room was then illuminated by the flick of a switch. It was reminiscent of a small apartment. Albeit, twisted. It was very dirty, mold and rust scattered, and there were leaks here and there, dripping into old buckets. A wide variety of cages, housing all shapes and sizes of different rats. There were even some mice, as well as some bats as well.

In the middle was a large table, a bunch of duffle bags piled up underneath, filled with god knows what.

The one who claimed ownership over this underground dwelling was the large man from the subway. The one hidden by the equally large hooded sweatshirt. He was well over seven feet tall, and had to be easily over three hundred and fifty pounds. After dropping a filled bag onto the table, the sweatshirt was taken off, revealing a ghastly face. A pale complextion with a pinkish hue to the skin that remarkably made the man look like a humanoid rat.

His lips twitched as he unzipped the bag, pouring out all kinds of riches for him to enjoy. Money, jewelry, other various pretty things. And he had his children to thank for it.

Behind him, a bunch of rats crawled in through the open door, followed by a few flying bats and a couple mice. His children had come home to share the spoils.

**:::The Hospital:::**

Hanging upside-down, Spider-Man lowered to the smashed window. Down below, there was an area sectioned off where a dead body still laid. Jeez, why didn't they move it yet? What were they waiting for? Nevertheless, Spider-Man entered the room, taking a peek around. Hopefully no one would mind if he took a lil' gander. Also, hopefully no one would mind him snagging a couple needles and syringes as well.

Lucky break; The patient's chart was still at the foot of the bed. He picked it up and started reading. Apparently, this person was named Gloria Grant, and had been bitten by a rat in the subway.

Spider-sense!

Spider-Man leaped up to the ceiling, sticking there as detective Jean Dewolff entered with her weapon aimed, "What are you doing here?"

"Trying to help," he dropped back down, "I was just attacked by a crazed reporter and a detective. I'm kind of wondering why."

"Where are... Did you kill them?"

"No," he answered, "But, why did they attack me? And what's wrong with them?"

"The patient in this room bit the reporter, then he bit a nurse and tried to escape," Dewolff explained, "Then my partner chased him to the roof and was bitten, too. It's spreading some kind of disease."

"The bite victims here are quarantined, right?"

"The nurse is gone," Dewolff said, "NYPD is out searching for her right now."

"I have to go," Spider-Man hopped to the window, squatting on the edge, wrist ready for a web, "Thanks for the info."

And then with a _thwip_, he was gone.

"My first run-in with Spider-Man," Jean said to herself, "If only you were here too, Stan. If only you were here."

**:::TV Report:::**

"... Therefore, all residents in the immediate area are urged to stay in their homes. I repeat; the CDC has declared a state of emergency for all areas surrounding Mercy General Hospital in Manhattan. There may be an epidemic. Again, everyone is urged to stay in their homes. This is not to be taken lightly."

**:::Meanwhile:::**

So much for getting to the bottom of this before it was dark outside. The sun was long gone, and Spider-Man was nowhere near a successful mission accomplished. Finding the nurse that had been bitten and escaped would be the equivalent of a needle in a haystack. So many people in this city, where do you look first? The cops would probably find her before he did. So, with that in mind, Parker turned his attention elsewhere at the moment.

"You two," he returned to Ned Leeds and Stan Carter, still stuck together where he left them, "What am I gonna do with you two?"

Little known fact, Peter went through some serious guilt over basically killing Van Adder. Sure, the man was a monster, but maybe if Peter thought it out more, came up with a solution. You could argue it wasn't his fault because he hadn't known the whole story. But, at the end of the day, a man was killed when there's a chance he could have been cured instead.

If there was any way to save these two, then Peter was going to find out what it was. It traveled through the bite... Maybe blood on blood contact is what did it? Then it passed from person to person like a virus, maybe? The only way to really find out was through testing. Yeah, testing that Peter didn't have the right tools for, or enough time without raising suspicion on himself. He had someone in mind, though, that may have been able to help out.

Spider-Man jammed the needles into each of their necks, getting two generous samples. Step one was complete. Now, it was time for step two.

_'Maybe Doctor Connors can do something with these samples.'_

He heard another batch of sirens below. There were squad cars, and they were entering the building. In minutes, they would be on the roof, taking these two into custody. Maybe it was for the best. He just hoped that they didn't bite anyone else. Three was bad enough. If, indeed, there were only three that had been infected.

**:::Toomes Residence:::**

"Wow, nice little place ya got here, Toomes."

Blackie Drago was grating on the nerves. But, he had come in handy. He did serve a purpose. And that purpose was in helping Adrian secure revenge of Oscorp, and its creator... Norman Osborn. During the course of the day, Adrian had a few ideas on how to approach this revenge. Therefore, he wanted to speak to Blackie about it.

"I want to steal it," Adrian announced confidently.

That certainly caught Drago's attention and curosity, "Steal the vulture thing?"

Adrian simply nodded.

"That's gonna be pretty hard to do," Blackie noted, "Security's tight. Like, real tight. Osborn ain't pullin' no punches."

"You know the underground," referring to criminal activities, "Who can do it?"

"Rumor has it that the Enforcers are looking for a little redemption," Blackie explained, "But, they're hot right now. They won't get within a five hundred feet of any place Osborn's at."

"Who else?"

"I know a guy. Well... A lot of people know him. _The Cat_."

Adrian was intrigued.

"He works through someone, so no one knows his real identity, but this guy is supposed to be the best," Blackie said, "Listen, if anyone can get in there, it's him. It's gonna cost some serious green, though. And I do mean... Serious green."

"Whatever it takes," revenge was so close, Adrian could taste it on his lips, "Whatever it takes to ruin Norman Osborn."

"All right, I'll see what I can do."

**:::Empire State University:::**

Luckily for Peter - and possibly all of New York - Doctor Connors was still at his lab in the school. Spider-Man clung to the skylight, knocking gently upon the glass. Connors was immediately startled, but he also had seen the news on his small television in the lab. He had been watching the news report and how parts of New York City had been put into a sudden state of emergency. The window was slid open, and Peter dropped to a railing, sitting like a true arachnid upon it.

"To what do I owe the pleasure?" Connors asked, very uncomfortable at the moment.

"I hear good things about you," Peter spoke in a very Dark Knight tone of voice, "You seem like you can be trusted."

Doctor Connors had no idea where this was going, then he caught the sight of the two vials in Spider-Man's gloved hand.

"Samples from two of the infected people," Spider-Man explained, putting them in a light ball of web and sticking it in a place Connors could reach easily.

"I knew there was more to the story," Connors quickly made his way over, taking the vials out of the web, "These are clean samples?"

"Yes," the hero nodded, "I was hoping you'd might be able to analyze it. Maybe... create an antidote?"

"I could try," Connors felt somewhat honored that a superhero had come to him for help, "I can't promise positive results, though."

"It gives the victims more strength and agility, but their minds are gone," Spidey explained, "Like an advanced form of rabies, maybe. I don't know. But, there has to be a cure."

"I'll do what I can," Connors assured Spider-Man.

Spider-Man zipped up to the skylight, but before he left, "Get ready to mass produce, too. There's no telling if it's spread further."

"As I said; I'll do what I can."

**:::Midtown High School:::**

Luckily, the NYPD were able to locate and contain the nurse stricken with the mystery virus. She didn't have any fresh blood on her, so the assumption was that there were no more victims. Peter Parker and the rest of New York could only hope that was the truth. Although, if the virus had spread further and the risk was still great, then there wouldn't have been any school. Something that wouldn't have been so bad, considering what awaited Peter at the end of the hall after one class...

"What's his problem?" Harry asked as he and Peter noticed Eddie Brock and Felicia Hardy having an argument at the end of the hall.

Peter wanted nothing to do with it, "I have enough to worry about, never mind dodging Eddie Brock."

Harry shook his head, "He's just a screw-up. Everyone knows it."

"Doesn't make it any... Oh no, she's coming right for us."

"You," Harry side-stepped out of harm's way, not wanting to deal with Eddie, "Just you, buddy."

"Whatever happened to leave no man behind?" Peter whispered aggressively.

"All's fair in love and war," Harry smirked and waved, heading in the opposite direction as Felicia reached his friend...

"Peter," she greeted, "Hey."

"Felicia," he nodded, glancing to Eddie from the corner of his eye, "Is everything okay?"

She sighed inwardly, appearing as if she were trying to hold back, but couldn't, "No."

What was he supposed to do in this situation? Up until yesterday, Felicia Hardy had never even acknowledged his existence. And now she was looking for his shoulder to cry on? Possibly, literally? Plus... Eddie Brock appeared as though he was just chomping at the bit for an excuse to go after Peter again.

Peter wanted to turn away, wanted to just walk off. But, he couldn't. For some reason, he just couldn't. Maybe it was just the way he was raised. He had been taught to help others in their times of need if you had the power to. With Great Power Comes Great Responsibility.

"You... Wanna talk about it?" he asked, "Like, after school or something?"

Felicia flashed a very faint smile, "I'd like that. But, I have to go to ESU later. I'm dropping off a donation from my parents."

"That actually works out," Peter replied, "I have an internship with Doctor Connors. We could talk on the way. I mean... If you want to."

She chuckled through a breath, tucking a strand of short black behind her ear, "Look at me. Begging for help when we just met yesterday. You must think..."

"No worries," he shrugged, then smiled jokingly, "Desperate women are hot."

Felicia laughed, "Ah, I see how it is."

"So," the laughter died down, "After school, it is?"

"Yeah," she nodded, "After school, it is."

Felicia was surprised. Peter had no reason to help her out. He very easily could have just turned and walked away. Or shouted at her like Eddie did. But, no. He was kind and caring, despite not truly being friends with her. It was nice. She liked it. Definitely a much fresher breath of air than Eddie Brock. Who, by the way, spied on the entire exchange from just around a corner.

**:::Oscorp:::**

He didn't know where else to go. He didn't know who else to turn to. Try as he might, he just didn't know if what he did was the right thing to do or not. But, he did it. Police Captain George Stacy gave a personal okay to hand over the infected individuals to the main Oscorp headquarters. He struggled with the decision, but truly didn't see any other options to choose from. No jail cell was secure enough. The hospital wasn't safe, either. And SHIELD were already in the midst of dealing with an entirely different problem.

"You were right to come here, George," Norman assured captain Stacy as they talked in the main lobby, "They'll be safe here. And, more importantly, get the treatment they need."

George still seemed concerned.

"What is it?" Norman pulled out a cigar, offering it to George, though he politely declined.

"You hear the horror stories about this place," George was honest, "The experiments... Everything else."

"Stories," Norman assured him, putting the cigar back, "Fictional stories created to sell papers and give false credibility to people who want to play protestor."

George still wasn't sure, but knew he needed to accept it.

"So, how is your daughter?" Norman did so loathe pretending to care, but it was what he had to do.

"Adjusting," George kept it simple, "Or... Trying to... at least."

"What an ordeal," Norman crossed his arms, shaking his head, "I can't imagine if someone took Harry away. You know what you need to do? You need to do what I did; Hire protection."

George was curious.

"My close encounter with that goblin monster at the event a couple weeks back got me to thinking. So... I searched until I found what I believe is a suitable bodyguard. He's from Volgograd in Russia. A hunter."

George cocked a brow, "I never heard of hiring a hunter as a bodyguard."

Norman nearly smirked, "Have you ever seen a man hunt and kill a lion with his bare hands? I have. And then I hired him as my personal protector. Truthfully, I've never felt safer in my life."

**:::After School:::**

The trip to Empire State University was quiet. Peter could tell that Felicia obviously had something specific that she wanted to talk about, but he got the impression that she wasn't sure if she should or not. What they actually ended up talking about was typical things such as different favorites, whether they liked something or not, how they felt about certain teachers, those kinds of things. It wasn't until they reached the campus that the conversation shifted...

"I need the opinion of someone I don't know," Felicia finally said, taking a seat on a bench near the front entrance of the main building of the campus.

"That's why I'm here," Peter joked, preferring to stand.

"My father..." she hesitated, becoming slightly choked up, "He... He has a tumor in his brain."

Oh, wow, this was heavy. Not to be rude, but Peter was suddenly very uncomfortable. Still, he agreed to be the shoulder, so he wanted to at least try and ease her worries, "It's not a death sentence. There's been..."

"It's inoperable," Felicia revealed, fighting the tears, "It's like... It's like he has a bomb in his head. It could go off at any minute."

"I'm sorry," Peter said gently, hands in his pockets.

"The doctors said it could be anywhere from now to years from now. He could live the rest of his life, or he could be dead... right now... and I just don't know it yet."

Peter was quiet, simply listening.

"So," deep breath, and a faint sarcastic smile, "Apparently, this thing in his head formed last year, and I just found out about it this morning. By accident. My mom said... They were never going to tell me. My dad... Couldn't even look me in the eye. He just walked out of the house, on his way to some meeting.'

Peter didn't envy her. Dealing with something so tragic and sudden was extremely difficult. He remembered back on how he felt when his parents died in the fire. For awhile, he didn't even talk. For the most part, he could barely breathe. It had felt like his entire world had collapsed. At times, it seemed as though he would never be okay again. But, with help from his aunt and uncle, he was able to move on. Though, still, there were those times when the pain returned.

"She said that I don't have anything to worry about," Felicia continued, "She said that it's been almost a year and he's been fine other than headaches. I tried talking about it, but she just kept saying those things over and over. Eddie was the same way this morning."

Only a few more minutes before Peter was due at Doctor Connors' lab. He couldn't risk being late, but he couldn't just leave Felicia when she was obviously hurting.

"A couple days ago, I was bored," she said, "Now, all I want is to go back to being bored. To being a snotty teenager complaining about stupid shit."

Felicia sighed, composing herself and standing up, "Maybe I didn't need an opinion. Just... Someone to listen for a minute, and not tell me how to feel."

"Could be," Peter shrugged, "Hey, I'm sorry, but I gotta..."

"It's fine," she knew what he was going to say, "Me too. See you in school?"

"Yeah."

**:::Doc Connors' Lab:::**

It wasn't until the door to his lab opened and closed that Doctor Connors realized it was 3:30pm. Where had the time gone, how had it flashed by so fast? It felt like just minutes ago that he was given the blood samples from Spider-Man. However, that was last night. Luckily, he had made some headway in his analysis. Had a cure been developed? Not quite yet, but Connors was optimistic.

"I know," Peter hurried into the room, "I'm late. I was just talking to..."

"It's okay," Connors surprised him, "It's only a minute or two, and... I'm a bit late myself, I'm afraid."

Peter noticed the clutter on one of the tables, "What are you working on?"

Curt wondered if it was a good idea to let Peter in on the visit last night. Peter struck him as being trustworthy, but in this day and age, you could never be too careful. It may come in handy to have an extra set of eyes and hands helping out, though, "Do you know about the virus that started with the rat biting the woman in the subway?"

"Yeah," Peter played dumb, "Why?"

"Last night, I was working here late and had a visitor," Doctor Connors explained, "_Spider-Man_ dropped off two blood samples."

So, the good doctor had been working on analyzing the samples? Great. Now, time for Peter to dig for a little information while playing it cool and careful.

"After some analysis and zeroing in on the virus itself, I believe I may have this thing cracked."

"What kind of virus is it?"

"You do swear not to tell anyone any of this?"

"Of course."

"Well, there are some similarities with rabies. Swelling of the brain and such, from what I heard. But, there are other effects I've found. To be honest, they seem quite mind-boggling. Which makes this something new. Something very dangerous and deadly." Connors explained, flipping through notes he had jotted, "I'm in the process now of properly identifying the different facets. And, also devising a something to help the infected."

"An anti-virus," Peter concluded, "It'll work?"

"Hopefully," Connors replied, "Just like I hope that Spider-Man pays me another visit soon. I need to share this information with him. Wait... You..."

Peter shook his head, knowing where this was going, "Don't believe the hype. I'm not cool with him. I just stalk him like paparazzi."

"I feel like he trusts me," Doc Connors stated, "He could have gone to anyone. Osborn. Octavius. Stark. Richards. But, he came to me. A superhero has entrusted me with something so important. I can't let him down."

_'Don't worry, Doc. You're not.'_

_**ZEROBEN'S SPIDER-MAN**_


	13. Partners In Crime Part III

_The finale to "Partners In Crime"_

**ZEROBEN'S SPIDER-MAN **

**"Partners In Crime" Part III **

He was out of his element, out of his comfort zone. This particular field of science wasn't what he excelled in. Yes, he knew a lot, and could walk his way through it, but it wasn't his area of expertise. He was wasting his time. He hadn't worked extensively with DNA and such. His talents were more in the way of technology and machinery. He wasn't a man of DNA samples and special chemical serums or other various similar things. Still, he continued to work, staying focused on the oh so important task at hand. Regardless of whether or not he wanted to do this, Norman Osborn expected results. And, when the CEO of Oscorp demanded results... You damn well better produce.

The new head of Oscorp's Science Division, Otto Octavius, worked diligently in his lab within Oscorp's main headquarters. He was busy analyzing samples extracted from the still infected, but heavily sedated, Stan Carter, Ned Leeds and the nurse from the hospital. At first, he was under the impression that a cure was to be created. However, not the case. While certainly it would be wise to keep a remedy in mind, the main reason Norman Osborn placed him on the project was because Mr. Osborn wanted Otto to examine these samples extensively, and compare them with the genetically enhanced spiders and the DNA taken from Van Adder soon after his death.

Otto knew this meant Norman was feeling closer than ever to the proverbial holy grail. A super-soldier serum that only enhanced the body and mind, rather than warping it in some monstrous fashion, ala the Goblin and other such cases.

Norman declared that if Otto succeeded, then he would be given full clearance for any experiment he desired. It was a carrot dangled in front of his face that Otto was very willing to chase.

**:::The Subway::: **

Various reports had been flooding in the past couple nights in regards to strange happening in the subway. Which was where the first _strange happening_ occurred. Eyewitness accounts of rats stealing belongings. Bats flying around. An abundance of what could be labeled as vermin. Obviously - even to the common citizen - there was the link between these subway occurrences and the so-called super zombies. But, it had to go deeper than that. And, to uncover the truth, Peter knew he had to investigate.

It was dark, it was dingy, it was rather unpleasant all-around, but it could have been worse, right? At least it wasn't the sewers. Although, an accidental wrong turn and he may have ended up there instead.

Crawling along the top of the tunnel, Parker kept his spider eyes peeled for any signs of anything vermin-esque. Rats, mice, bats. Ahhh, all creepy. He could only hope that one of these things didn't end up crawling on him in the dark. Or worse... flying right smack into his face. Either way, an immediate shower was on the horizon once he finished up here. Yeesh, he tried not to think about all the other creepy crawlies that were more than likely waiting to spring on him when he least expected it.

So far, nothing suspicious. In fact, he hadn't even noticed a single rat or mouse. He began crawling deeper into the tunnel, away from the loading zones and main areas, away from the people. The further he went, the darker it became. His spider-sense started buzzing, but it was faint. Like there was a slight disturbance, but nothing dangerous. Or maybe it was like cell phones, and he didn't have good reception in tunnels.

"There has to be something," he dropped from the top of the tunnel, to the bottom on the tracks. With recent troubles, not as many trains were running, so he didn't worry about getting ran over, "What am I not seeing?"

His spider-sense continued buzzing. It had never gone off in the past for no reason. Something had to be nearby. But, what?

"I can barely see anything," he spoke to himself.

A little squeaking sound from the left. He snapped his head to that side, bouncing up onto the wall to the right, clinging, trying to see in the dark, "Can't get bit. Gotta be extra careful."

The squeaking noise kept on, but seemed as though it was traveling away from him. Maybe it was a fluke, but it's not like he didn't have free time. Looked like a game of follow the leader was on tapfor this investigation. Spider-Man spun a web to get closer, then returned to the top, crawling along, tracking the noise, hoping it wouldn't stop.

Spider-Man followed the noise down a ways until it took a left down a narrow tunnel. He assumed it was some kind of service area. There was more light, but the bulbs were all dirty and dim. At least he could see what was making the sounds, though. A big fat rat continued crawling, Spider-Man keeping a close eye on it as it crept along at its own quick little pace, stopping suddenly.

Spider-Man watched closely.

It messed around a little then turned to the left, crawling up some kind of pipe, then along it. Where was it going now? Did it even matter? He was gonna follow it, anyway.

The pipe lead to another small passage. Nothing but a little crawlspace. Maybe a drainage line of some kind? The rat crawled in and went along its way. Spider-Man squeezed in, crawling through with little to no space to spare. Luckily, it lead directly into an open area. Which was... As luck would have it... An obvious sewer tunnel. The rat scurried along the side, Spider-Man tailing closely behind.

It then stopped at a metal door that looked as if it hadn't been used in decades. The rat stood up on its tiny back legs and scratched at the door with its even smaller hands. Or were they paws? Claws, maybe? Ahhh... It didn't matter.

Spider-sense went off like he was used to. He sprang to the shadows, the only thing visible on him being his big spider lenses. The door opened with a loud squeal and creak. The rat was let in, and then the door was closed. As luck would have it, the door had been opened inward. From his vantage point, Spider-Man couldn't see wh or what had opened it up. But, he was placed under the distinct impression that whatever was behind the recent happenings... Was behind that door.

He just had to get a closer look.

**:::Phone Call between Blackie Drago and Adrian Toomes::: **

"It's set. It's a done deal"

"It is?"

"Yeah, we got the green light, good to go."

"Perfect. When will it happen?"

"Tomorrow night. There's another demonstration scheduled for Sunday afternoon. They're setting everything up the day before, so there won't be as much work Sunday morning. Tomorrow night; The Cat gets in, The Cat gets out. The Cat gives you your birdie back."

"Excellent. You've done well, Drago."

"Hey, just glad I'm in on some real action for a change. Although, payday's still coming my way, right?"

"Of course, of course."

**:::Sewers::: **

By some miracle, Spider-Man was able to locate a ventilation shaft. It had taken a little bit of searching, but the result was well worth the effort. The damn cover was rusted on, though, apparently not touched in ages. However, a little extra spider-muscle and it was off. To avoid any unwanted noise, he securely webbed it to the wall, where it wouldn't fall. Then, he crawled inside the snug space, attempting to be as quiet as he possibly could have been. After all, he still didn't know what he was dealing with.

The further he crawled, the more noises he could hear. Squealing, squeaking, fluttering, and what might have been the rattling of cages. It sounded like some kind of pet store. He kept going, coming to a section that turned downward. He moved forward, arriving at yet another rusted cover. Down below, he found the source of these noises, and perhaps the source of all the recent troubles in the city.

There was a deformed man puttering around this room. On a table was an assortment of jewelry, money, different kinds of belongings, all of great value. Yeah, this was definitely the source of the troubles. That much for certain. Part of the hero wanted to remain in stealth mode. However, there was another part that realized there was no way he'd be able to get inside that room shrouded in said stealth mode.

Time for a more... _to the point_... approach.

Mustering up the appropriate strength, Spider-Man busted the cover, causing it to land directly atop the man. Spider-Man landed on the floor, a bunch of rats and other vermin seeing him as their next snack. He suddenly realized that the stealth idea was a much wiser choice.

Spider-sense!

Distracted by the vermin, Spider-Man was clocked with a strong right hand, knocking him back into a set of empty cages, feeling the metal digging into his back just enough to cause pain. And, to slow him down for a moment, giving this deformed guy an opening to deal more damage. The man leaned forward, grabbing Spider-Man by the throat and throwing him hard against the door, nearly forcing it open in the process.

"Ow, that hurt," Spider-Man remarked dryly, shooing away rodents with his feet, swatting at the bats with his hands.

Spider-Man picked himself up just in time to be slammed through the door, into the disgusting sewer water with a downright vomit-inducing splash. Feeling the pain, and retching from how disgusting this all was, he picked himself up again. Only to be grabbed by his throat once again and thrown across the way into a wall with a sickening thud.

"Owww!" he remarked again, adding emphasis, now just plain annoyed, "Okay, maybe I should have just knocked. But, honestly," he stood up with help from the wall, trying to ignore the pain building in his back, "You don't strike me as the type that would answer your door to strangers."

Bats flying straight for him, rats literally leaping over the water to try and get to him. He pelted them all with small webs, kind of like bullets. It did the trick, but the man who oddly shared the rat-like appearance with them, did not seem like the kind of man to let such a thing slide off his back...

"My children!" his voice was unlike anything ever heard, like a kid talking with a closed and scratch throat, if that was even possible, "You hurt my children?" he pointed grimly, ripping off his shirt to reveal a muscular, yet oddly rat-like, body, "I HURT YOU!"

"Okay, time to move," Spider-Man rolled out of the way, this rat-man putting a dent in the bricks with his fist.

"HOW COULD YOU?" he screeched, "THEY DID NOTHING TO YOU!"

Spider-Man's superhuman agility and quickness was nothing in this murky sewer water. The rat-man was able to grab him and throw him into the wall adjacent to the room where he apparently had been living. Spider-Man knocked his head pretty hard, and for a brief second, he was nearly knocked unconscious. His vision turned black and fuzzy, though he was able to keep himself awake and in this fight.

"Ah!" a sharp and sudden pain on his leg. He looked to see a rat scurrying away, "Oh, shit!"

He had been bitten!

With rat-man stepping closer, Spider-Man summoned his will and sprang up, tackling the monstrous man into the dirty water, laying in as many punches as he could, ignoring the putrid water splashing around.

"You created a virus!" Spider-Man snarled, punch after punch being dealt, the man's nose busted, "People are sick because of you!"

"GET OFF ME!" the man screeched, finally pushing Spider-Man off and backing away, blood dripping from his face, "I did no such thing!"

"That rat bit somebody!" Spider-Man spun two webs and slammed his adversary into a wall, breaking it slightly, "Then that person bit someone else and committed suicide! Then that person bit somebody else! And... ANOTHER PERSON!"

Peter felt a rage building inside of him, along with a fever and a headache that was seriously getting on his nerves. It was like every little thing was making him angry and he wanted to lash out. This guy - this thing that started it - had to pay! With his life!

"No..." the man struggled just to stand.

"I want answers... NOW!" Spider-Man dove for him, tackling him back into the water and repeating earlier actions, laying down an immense hurt upon him, "WHAT DID YOU DO TO THOSE RATS?"

"Enhanced them genetically!" he pushed Spider-Man off again, but didn't have the strength to do anything else, "I didn't create a virus!"

With a chance to breathe and calm down, Peter could feel the effects of the bite starting to thin. His blood - his ability to heal minor wounds quickly, larger wounds steadily - was helping to combat the sickness. Still, he felt anger and an intense migraine headache. They just weren't overpowering him.

"Then you accidentally created the virus," Spider-Man said, fists clenched, teeth gritted, holding back the rage, "And, you're gonna give me everything you know about it. Right... now."

**:::Connors Residence::: **

Morning had come. The sun was shining, the birds were chirping, the morning dew was glistening from the light. Yep, another bright day was beginning. His usual routine, Curt Connors shuffled out of bed, started his coffee in the kitchen and moved to the front door. Time for the morning paper. He headed down the small walk, bending over to pick it up. That's when he noticed something from the corner of his tired eyes.

Webbed to his mailbox was a large envelope. He tore the weakened webbing and looked through. It was all papers. Different equations, listed chemicals, and various other items written. Then there was a note in different handwriting. It read... _Everything you need to know about the virus_.

Then Connors noticed the front page article of the newspaper... _Villainous mad scientist, Vermin, captured by Spider-Man late last night_.

**:::Parker Household::: **

Thank goodness it was Saturday morning, so he wouldn't have to miss any school. While he was ninety-percent sure that his healing factor had killed the virus entirely, Peter wanted to wait to go back out in public until he was one-hundred percent sure. It was too big of a risk to take, going off the wall in the middle of a class or at the Bugle. So, he would stay home for the day. His aunt and uncle offered to stay home with him, but he told them that it was okay. During the night, he had cooked up a decent excuse. He felt awful lying to them, but there was no way he could tell them the truth.

He was so close last night to losing control. He was teetering right on the edge. If he wanted to, he could have killed that guy. But, that was something he couldn't do. From now on, killing an enemy was completely a last resort. And... Even then...

Hopefully the notes that he stuck to Doctor Connors' mailbox had gotten to him. With all that at Connors' fingertips, Peter was almost positive he'd be able to whip up a cure. Only problem was, though, the infected victims were all handed over to Oscorp. Peter shuddered to think what would become of them. Hopefully Norman wasn't resulting to experimenting on them. That would be absolutely horrible.

Taking him away from his thoughts was the ringtone of his cell phone, "Hello?"

"Hi, Peter, it's Felicia."

A little surprising, but no big shock, "Hey, what's going on?"

"Nothing much. We were supposed to have a family day out. But, my dad cancelled because of work."

"On a Saturday?" Peter questioned, "That sucks."

"Yeah, totally. I feel like all three of us need to have a big talk. But, they don't want to. I think they feel guilty for not telling me about the tumor."

"Probably. Give it time, though. I'm sure it'll work out."

"I hope so," she sighed, "Anyway, listen, I wanted to apologize."

"For what?" he was confused.

"For the confession I'm about to make," she said, "Don't hate me, but I originally only talked to you because I wanted to know about Spider-Man."

"I kinda figured," he replied, not upset, "It's like I tell everyone else, though. I just stalk him. It's not like he lets me in on his secrets. Or that we even talk, for that matter."

"Yeah, I'm also sorry for basically dumping my problems on you. It isn't fair. I shouldn't have done that."

"It's okay," he shrugged his shoulders, "I don't mind."

"You're so sweet."

He wasn't really going for sweet. He just wanted to be nice.

"With what I found out about my father, it's made me re-evaluate my life. I'm done with the in-crowd and cheap thrills. I want to have real friends. I want to be around people I can trust. People like you, Peter."

"You're welcome to join our little circle of friends," he said, "It's just Harry, MJ, Randy and I right now. But, we're looking to expand and broaden our horizons."

"Ah, I see," she chuckled.

"Yeah, all leading to what will soon be... World domination. We're calling it... Parker and Friends. Errr... I'm calling it that, I should say."

"Awesome," she laughed, "Count me in."

"Only downside is that the membership card takes a few weeks in the mail," he feigned sincerity.

"Aww," she pouted humorously, "Oh well, I guess I'll just have to wait."

**:::Site of the Demonstration::: **

Night had fallen over New York City. More specifically, a blanket of darkness was over the building hosting tomorrow's Oscorp demonstration. Project: Vulture, they were calling it. Norman Osborn's prized possession. Putting it on display like it was a sports championship, taking it for the grand tour of New York. Apparently, some people didn't take kindly to him flaunting it. And, that was where The Cat, better known as Walter Hardy, came in.

Walter had garnered himself the grand label of master thief. He had never been caught. He worked through a number of people, which kept his identity a secret from the general public. Sadly, tonight would be the last heist. There was just too much he was risking, too much that he would be leaving behind if something went wrong. So, this was his finale, his main event. And truthfully, it can't get much bigger than stealing from the second wealthiest man in the United States.

He kept thinking of his daughter, Felicia. Of how much he regretted not telling her about his health issues. Of how he never told her about the life he lead, the secrets he kept. If only she knew where all their money really came from. He didn't dare dream of her reaction. If her outburst the other day in regards to his brain tumor was any indication, she may have well walked out of the door, as well as out of his life forever.

But, this was the last one. No more after this. Once it was finished, his sole occupation in life would only be his duties as a father and husband. Everything would be different. Everything would be better.

Security guards were in place, set-up in the usual places, same old positions. Cameras would be tricky, but that's what the compact EMP was for. All electronics disabled for three minutes. And, amazingly, a hundred and eighty seconds was all that The Cat needed to secure the prize.

He moved expertly, staying to shadows, becoming invisible to the naked eye. He carefully navigated his path, moving silently, barely even breathing, in complete control of the situation. EMP was in place, the trigger then pulled. There was no noise. His three minutes had begun.

The Cat maneuvered through the building, past guards without them even realizing. He may have been called The Cat, but he was as quiet as a mouse, if not more so. He arrived at the main hall where the demonstration would take place in less than twenty-four hours. Three security guards surrounded the tech. Then three guards dropped to the floor, courtesy of a nifty tranquilizer gun. The prize was his for the taking, and ahead of schedule to boot.

Quickly, The Cat grabbed the Vulture pack and exited the building just as easily as he entered. By the time anyone realized the Vulture technology had been stolen, he was long gone.

Mission accomplished.

**:::TV Report::: **

"Hello everyone, welcome to Empire 1 News Now, the Sunday morning edition. Late last night, Norman Osborn and his company, Oscorp, were the victims of a theft. Project: Vulture, the technology consisting of a highly advanced flight pack and collapsible wings was stolen. As of right now, there are no suspects. In other news, Walter Hardy was found dead at 3am this morning roughly a dozen blocks away from where the demonstration was to take place later today. Authorities say he was murdered via firearm. At this time, that is all they are releasing. All of us at Empire 1 News would like to extend our deepest and most sincere condolences to Walter Hardy's family."

**:::The City::: **

With Great Power Comes Great Responsibility.

Perched next to a stone gargoyle aptly named Gary, high above the streets far below, Spider-Man thought about Walter Hardy. Maybe more specifically, Felicia Hardy. He hadn't dared to call her yet. He figured she would if she wanted to. In a way, he felt like he had let her down. Maybe it wasn't so much Peter Parker dropping the ball as it was Spider-Man. But, at the end of the day, Spider-Man was Peter Parker. So, it was Peter Parker's fault.

He took yesterday and last night off. Yeah, at first it was just to make sure the virus was truly out of his system. But then, he just stayed home, playing video games with Harry all day, watching a movie with his aunt and uncle, lounging in the backyard with Mary Jane. He could have been out there in the city. Spider-Man could have made an appearance. If nothing else, put the criminals on notice. Maybe then they would have thought twice. Maybe then, Project: Vulture would still be secure.

Maybe then... Felicia's father would still be alive.

"It's up to me to keep New York City as safe as possible. And, I can't do that if I'm taking breaks. Spider-Man has to be on call 24-7, no matter what."

He spun a web; Time for a patrol.

**:::Meanwhile::: **

Adrian Toomes was irritated. Yes, the theft - No, no, it wasn't stealing if you were taking back what was yours. The _reclaiming_ of Project: Vulture had gone off without a single hitch. However, the irritation lay in Blackie Drago wanting to hand it to Toomes in broad daylight. Right when the NYPD and probably that Spider-Man character were out searching for the tech, as well as whoever it was that murdered Walter Hardy.

The transaction would take place in a parking garage typically used for the sports arena across the street. The home team was away on a road trip, so there was no game on this day. No people to worry about. No prying eyes. In a back corner, fighting anxiety, Adrian Toomes waited, seated in his car. Eventually, he saw another vehicle approaching. When it came closer, he realized it was his partner in this reclaiming of stolen property.

Both men exited their vehicles, Blackie with a wide grin plastered across his face, "Bingo, bango, Toomey! Not to brag, but I came through for ya, just like I said I would!"

"Keep it down, will you?" Adrian scolded the younger man, "Anyone could drive-in at any minute."

"The Saturns are out of town," Blackie reminded the older man, opening the back of his truck, "We're in the clear."

"I still disagree with your idea to do this in the middle of the day."

"I'm gettin' out of town. Heat's too hot," Blackie pulled a black tarp off, revealing the object of Adrian's desire, "And boom goes the dynamite."

"There it is," Adrian's temperament changed, the smile on his face like a child on their birthday in front of their cake and presents, "Finally back in its rightful..."

_BANG! _

Bullet to the back of his head. Adrian Toomes crumpled to the concrete like a piece of trash. The blood poured from him like a faucet that had been turned on. His death was instant. Blackie Drago stood motionless for a moment, smoke rising from the gun he had just fired. Then he smirked... Mission accomplished.

Now acting quickly, he opened Toomes car with a gloved hand and found a briefcase filled with money. He also spotted Adrian's cell phone, and decided on taking it for himself. Then he noticed Adrian's wallet peeking out just slightly from his pocket...

"Eh," he shrugged, "Why not?" and grabbed it.

"It wasn't easy, Toomey," Blackie spoke, closing up the truck, "Finding you, getting you to agree to my help. Tracking The Cat, offing him, plus his little helper. But, it's worth it."

"See," he stepped over the deceased body of Adrian Toomes, "Being a common criminal just doesn't cut it anymore. To keep up, ya gotta get yourself an edge. And, that edge... Is your nifty little gadget."

Blackie got in his truck, starting the engine with a loud roar. Then, he rolled down the window, smiling and waving, "See ya 'round, buddy!" then he drove off, beeping his horn, "Thanks for the memories, Toomey!"

**:::TV Report::: **

"An eventful twenty-four hours it has been, filled with a mixture of emotions. Welcome to Empire 1 Evening News. First off, there was yet another murder today. An elderly man, Adrian Toomes, was found dead in a parking garage across the street from the Saturns basketball arena. Apparently, Mr. Toomes was shot in the back of his head. In other - thankfully, lighter - news; a cure has been developed for the infected. The mysterious disease that began earlier this week, now known to be the product of a supervillain who has been labeled Vermin, is no more. An anti-virus has been created by Empire State University's own Doctor Curtis Connors."

**:::Ravencroft::: **

Dr. Ashley Kafka watched the security cameras. One in specific. It was the camera installed into what was now Vermin's room. He was to stay there until S.H.I.E.L.D. determined whether or not he would fare better in their custody. This monster of a man was an enigma. He seemed to feel honest and heartfelt guilt for making people sick. As if he wasn't expecting all this chaos to happen. Right now, he was curled up in a corner, sobbing like a child, hiding his face with his arms.

He gave no name. Nothing was known about him other than he had devised some kind of formula that allowed him to control rats, mice and bats. How exactly he could do that was kept a secret from everyone. This man that looked like a humanoid rat was truly a mystery.

A mystery that Dr. Kafka wanted to solve.

**:::Oscorp::: **

The infected individuals were gone. Taken away by the proper authorities, once it became evident that their condition was instantly getting better, thanks to Doctor Connors. Otto felt failure in not being able to successfully crack the proverbial code for his esteemed employer...

"My apologies," Otto, a man with black hair and spectacles, spoke to Norman in his office, "I understand if you see fit to terminate my contract."

Norman shook his head somewhat, "Don't be silly. You're more important to me now than ever before."

Otto wasn't sure how to take that.

Norman expanded upon his thought, "I feel as if I am getting closer and closer. I know it, I am. And, you're the one that's going to help me."

"Closer to what, sir?"

Norman grinned in almost sinister way, pulling from his desk, a green folder that was labeled as _The Oz Formula_, "Tell me, Octavius. Can you keep a secret?"

**:::Hardy Residence::: **

Sunday night.

She was home alone.

Her mother claimed it was too painful to be inside the house. She all but begged Felicia to go with her. But, Felicia didn't want to go anywhere. She didn't want to see anyone. Be anywhere. Be anyone. At the moment, she hated the world and every sickening thing about it. But, she knew that if she stayed in the house and faced this tragedy head-on, that the hurt would soon fade and she would be able to try and move on.

Currently, she was in her parents' bedroom, seated at the foot of the bed, tearfully flipping through a photo book. Memories old and new alike. Different gatherings, different settings. The only constant was that they were happy in each one. Even the ones where Felicia could remember that they weren't happy. She sniffled and wiped a tear from her cheek, flipping to another page and batch of photographs.

It hurt like hell. There was just such a mixture of emotions. She felt betrayed, she felt robbed. She felt guilty, she felt like she didn't know what she was really feeling. A combustible mix. She tried to keep herself calm. But, how could she? First, she found out that her father had an inoperable tumor in his brain, and that realistically, he could die at any moment. Then she discovered that he was murdered at 3am Sunday morning. What the hell was he doing out at 3am? And, why was her mom so secretive about it?

Felicia stood up, pacing the floor, gripping the album in her hands. She felt like she was still being lied to. She wanted to know the truth. She wanted to learn everything she knew nothing about. She wanted answers. She wanted... She wanted... Wanted...

"NO MORE LIES!" she cried, angrily throwing the photo album at a full-length mirror standing against the wall.

Lo and behold, the book didn't so much crash into the mirror as it crashed through it. Behind the newly broken glass, Felicia had discovered a room she never knew about before. It looked like... Like a weapons closet. Curiously, she carefully stepped through the new opening, examining this room a bit more closely.

Black leather, some kind of high-tech goggles. Gloves with almost claw-like nails at the end. Grappling hooks? There was a lot more equipment as well. Different things for different uses. Felicia was at a loss. She couldn't comprehend. But, then she thought of something. Someone had stolen the Vulture thing from Norman Osborn. The same night, her father ends up dead at 3am. And, her mother won't say anything about why he was out so late?

It seemed insane, but at the same time, it made all the sense in the world. Perfect sense, even.

Question now was...

What would Felicia Hardy do with this information?

_**ZEROBEN'S SPIDER-MAN **_

_I feel like I should have stretched this out to four chapters. But, on the other hand, there might not be enough material to fill out another chapter with the same length. In the end, I stuck to my outline. Now, interesting and possibly controversial, Adrian Toomes is dead. Yes, he is dead-dead. I'm not spoiling anything by saying Blackie Drago is Vulture in this. I tried to do an homage to one of my favorite if not the favorite scene of the Spider-Man trilogy. Harry discovering the Goblin gear and weapons. We are on the brink of Felicia becoming the Black Cat. But, this ain't gonna be the Black Cat we're all used to, though._

_Next arc is going to be "Tangled Webs" and is going to be intense. And the longest arc, thus far. _


	14. Tangled Webs Part I

_ZeroBen's Avengers is live_

**ZEROBEN'S SPIDER-MAN**

**"Tangled Webs" Part I**

The funeral for Walter Hardy.

A lot of the kids from Midtown High School were present in support of Felicia. Peter, Harry, Mary Jane, Liz and others. Even the ones Felicia was hoping to distance herself from, like Flash, Sally, Kong and more. The skies were mostly cloudy, but the sun was trying its hardest to peek through. Maybe it was Walter doing that, trying to let his daughter and wife know that everything would be okay.

Standing there at the burial, listening to the man talk, staring at that casket getting prepared to be lowered, she knew in her heart that she needed something. She needed closure. And, the only way to do that was to get the real answers. Ones that her mother claimed she knew nothing about. So, Felicia had an idea on how to get the answers she craved, and began planning the means to do so.

It would all begin tonight.

**:::Empire State University:::**

To be truthful, Harry Osborn was surprised that his best friend was still up for going to the campus for another session with Doctor Connors. But, that was Peter Parker. His addiction was learning. The two friends crossed the street, arriving at ESU, Peter with his book-bag over his shoulder, Harry taking care of most of the talking...

"With any luck, Doctor Connors will think my dad's idea of me tagging along will be dumb and disrespectful, and he'll be forced to kick me off campus," Harry said as they approached the doors, "By the by, dad wants me to enroll early."

Peter was slightly confused by that last sentence, "There's not a waiting list."

"Yeah," Harry cleared it up, "But, I should be _showing initiative_ and whatever else. Truth is, honestly, I don't even wanna go to college."

"Why not?"

Harry shrugged his shoulders, "I'm not planning in doing much with myself. I mean... Why work hard when I can just leech off Oscorp money?"

"College girls," Peter reminded him with a smirk, "Plus, who's gonna be my room-mate if you're not here?"

"Randy," Harry answered as they opened the doors, "You've seen his arm. He's definitely getting a baseball scholarship."

The conversation would have continued on, but the two boys were met by a surprise. Just rounding the corner was none other than Liz Allan, dressed in the same clothing that she wore at the funeral. Behind her was a young man, presumably an ESU student with black hair and an athletic build...

"Hey, you guys," she smiled the smile that always melted Harry's heart.

"Liz," Harry took the honors, Peter merely nodding in acknowledgement, "What are you doing here?"

"My brother promised to teach me how to drive," she kept the smile.

"Oh," Harry replied, "I didn't even know you had a brother."

"Well... Step-brother, technically, but all the same," she answered.

"Mark Raxton," he spoke up, extending a hand to Harry and then Peter.

"This is Harry Osborn and Peter Parker," Liz made the introductions, "They're friends of mine from school."

"Any friend of Liz is a friend of mine," he chuckled, then was serious, "Unless they're also friends of Flash, that is."

"Hey," Liz scolded softly, "Be nice, Mark."

"Not a fan of the Flash-Man, either?" Harry asked.

Mark simply shook his head from side to side.

"My kind of guy," Harry laughed, clapping hands with Mark, "We should talk some time. Discuss our mutual dislike."

"Harry," Peter whispered, nudging him, noticing Liz's frown.

"Anyway," the young Osborn caught on, "We gotta get to Doctor Connors' lab."

"You're part of the internship too?" Liz asked curiously.

Harry shook his head, "Nah, my dad just wants me to tag along in the hopes that I'll learn something."

"Well... Here's hoping that you do," Liz and Mark began walking away, "Bye, guys."

"Bye," they said in unison.

"Later," Mark said, "Good meeting you both. Glad to see Liz has friends that aren't complete asses."

Liz elbowed him in the arm, Peter and Harry sharing a short laugh.

"The unobtainable dream," Harry commented, arms crossed, when the beautiful girl was out of earshot.

"Not that unobtainable," Peter corrected, "I mean, she does... _Kind of_... Like you."

Harry sighed, "Face it, there's a better chance of me learning something from Doctor Connors than ever getting a date with Liz."

"Harsh," Peter remarked as they resumed walking.

"Truth," Harry added.

Peter didn't agree, holding onto the strap of his backpack, "Just wait it out, man. Her and Flash won't last forever."

"Let's change the subject to your romance and/or lack-thereof," Harry flipped the script as they turned onto the hallway that would lead them to Doctor Connors' lab.

"Not enough material to form a comment," Peter dismissed, "I'm too busy anyway. Spider-Man, school, Daily Bugle, the internship."

"Pffft," Harry waved that off immediately, "Even Green Lantern has that chick from Gossip Girl."

"I know two girls," Peter sighed, "One's father just died. And the other wishes her father just died."

"What about Sally Avril?" Harry nudged his friend with a grin as they came up on Connors' door, "You still got a thing for her or..."

Spider-Sense!

_'Why here? What's going...'_

"Dude, what's Eddie Brock doing in the lab?" Harry wondered as they opened the door.

"Eddie!" Peter shouted once it became apparent that Doctor Connors wasn't in, "What are you doing?"

"Parker," Eddie scoffed, stopping his search for something newsworthy, "What does it look like I'm doing?"

"It looks like you're about to get arrested for trespassing," Peter responded.

Eddie just shook his head, "I thought your thing didn't start for another half hour?"

"Where did you hear..." Peter stopped himself, "Never mind, I don't have to explain myself. Get out."

"Jameson thinks there's more to Connors coming up with a cure to the Vermin Virus, so I'm here to..."

"Perhaps, my wife was correct when she said I should install a lock on my door," there was Doctor Connors in the doorway, the thirteen year-old child prodigy, Miles Morales, at his side, "Regardless, get out of my lab."

Just great! And, he hadn't even found anything useful yet. Eddie glared at Parker menacingly for a moment or two before abiding by Doctor Connors' order and leaving the lab, as well as Empire State University altogether.

"Thank you for letting me know, Miles," Connors said before taking a look to make sure Eddie didn't tamper with things too much to cause a problem.

"No problem," Miles replied.

"Miles Morales?" Harry realized, "No way, you're the kid everyone's been talking about."

"That's right," Peter stood next to Miles, throwing an arm over his shoulders, the two of them becoming buddies over the past some weeks, "Miles here is practically Reed Richards smart."

"I don't have time for anymore visitors," Connors cut the friendly words down, "Mr. Osborn, you're going to have to leave."

A ten ton weight had been lifted off of Harry's shoulders, "Thank you," and he turned to leave, only to stop when his friend decided on explaining...

"Sir, Harry's only here because his father wants him to be. Mr. Osborn wants him to learn from you at least once a week."

"I see," Connors wasn't happy with the idea, but was willing to go along with it if that's what Osborn wanted, "I suppose that changes things then. However, if you are going to be here from time to time, then I expect you to learn something. To actually retain and comprehend what I teach to Peter."

Weren't best friends supposed to help each other? Not strike them down just before their moment of glory? Oh well, if he was going to be stuck there, he might as well try to make the most of it.

**:::Strand Electric:::**

Ol' Benjamin Parker was nervous. It had been over two months since he was let go by his former employer. It certainly wasn't the longest period of time to go without work. But, nevertheless, being without a job was wearing him down. He was always distracted, fighting the feeling of being worthless and pointless. When he wasn't bringing in a steady check every week, he felt as though he wasn't living up to the promises he made to his May so long ago. Not to mention, the promise he made to his brother when he and May first took Peter in.

In a decent suit that wasn't so overwhelming that it was showing off, Ben walked into the company's building. He was nervous, downright terrified, but remained optimistic that this could lead to his chance to once again be able to work. At the insistence of May, he had to keep his thoughts on the positive side. She had told him many times over that negative thinking never once lead to anything productive. She believed that remaining positive and a good person would ultimately lead to good things.

Karma.

Fighting the jitters, Ben was lead into the office of The Electric Company's owner, Carlton Strand.

"Mr. Strand," the Secretary said to the man in charge, and the company's namesake, "Mr. Parker is here for the interview."

"Ah," Strand stood up from his seat, "There you are, Mr. Parker. Have a seat."

"Thank you," Ben nodded as the Secretary left the office, shutting the door behind her.

"So, Mr. Parker, I was looking over your resume and it seems as though you have quite the skill-set. We here at Strand Electric are in the market for someone like you. So, to start off, how long have you been in this field?"

"Well, I've been interested in being an electrician all my life. For the most part, it's all I've ever done. My first job was a week after high school graduation, and I never bothered to look back."

The interview continued from there. Ben hated to jump to conclusions, but it seemed like he was making the right kind of impression on this Carl Strand. Was that what was really happening? Only time would tell. But, one thing was for sure, Ben was going to listen to May's advice and keep himself in a positive state of mind.

**:::Elsewhere:::**

Spidey Patrol.

His nifty little label for swinging around the city even when there wasn't any trouble to be seen. Well... Personally, he thought it was pretty nifty. Hadn't told anyone else about it yet, though. So, public opinion remained to be taken into account. Nonetheless, Spider-Man stopped at the corner of a building, comfortably hanging upside-down, high above the busy city streets.

_'Maybe it's stupid to waste time doing this, but it's worth a shot. I have to see what the response is, or if there's even any.'_

Following the murder of Felicia's father, Peter vowed to himself to take his responsibilities as Spider-Man even more serious than he had previously. He couldn't take breaks or sick days. He had to be out in that city whenever he had the open opportunity to do so. Whether he felt like it or not, didn't really matter. He was Spider-Man. And, in a world where there were honest to goodness supervillains around every corner, it was wrong of any hero to take a break.

So, experiment time. Parker decided upon patrolling New York for a minimum two hours every single day. He then would check various sources the morning after to monitor crime activity. Why? Because Peter wanted to find out if Spider-Man merely being seen throughout different parts of New York was enough to slow down crime. It took a little extra work to handle all this. But, he was sure it would be worth it. Peter Parker wanted to know if Spider-Man was or was not making a noticeable and definite difference in the crime rate.

There was so much going on in his head at once. Adding this experiment felt as though it may overwhelm him. But, it had to be done. He had to get as good at this superhero gig as humanly possible. Any advantage he could obtain was all the better. Every...

Rather abruptly, Spider-Man snapped the web he was dangling by, and spiraled toward the streets below. With time to spare, he twisted his body in the proper direction and spun another web, beginning a rapid swing. His spider-sense had gone off, altering him to nearby danger. And, it was loud. Very loud. Like someone had a stereo to his...

"WHOAH!" Spider-Man let out a shout as he corkscrewed in an attempt to dodge an airborne villain. He stuck to the side of a building, looking around, not seeing anything. Whatever it was that attacked him, it was red and black and had...

Spider-Sense!

Spider-Man somersaulted into the air, narrowly missing some form of a small rocket. It blew up the spot where he was sitting, sending a sizable chunk of solid wall falling to the streets. As he was in the air, Spider-Man snagged the chunk with a web and used his strength to throw it to the roof, where no one would accidentally be hit by it.

Before he could regain his bearings, Spider-Man was tackled in mid-air by his speeding opposition. They didn't let go until they were satisfied. And, they weren't satisfied until Spider-Man was driven violently through a rooftop billboard with a devastating crash.

Broken tailbone. That was made evident immediately. In pain, now laying on his front as he favored his ribs and back, Parker's spider-sense went off once again. He forced himself to painfully dive out of the way as another mini rocket was dropped with him as the target. He missed the shell itself, but the blast caught him. He was flung off the rooftop and down to an open dumpster full of trash in a back alley.

The villain hovered overhead, Spider-Man barely able to see him through eyes open to the size of slits. He was flying, covered in black and red. Black wings and a red helmet with no real distinguishing feature on it. The next thing Spider-Man knew, the winged villain was flying away, and everything was turning black.

However, his Spider-Sense woke him up to the fact that there was some kind of homing rocket headed his way. His body was so racked with pain that movement appeared impossible. But, Parker was able to zip a web to the dumpster lid and bring it down just before the rocket made impact.

There was an explosion, and some fire. With no sign of life, the winged villain was confident in his victory and simply flew away. Back to wherever he came from.

Moments later, the fire fizzled out and a defeated Spider-Man crawled out of the wreckage, costume singed in areas, ripped in others. He winced and whimpered in incredible pain as he crawled away. His tailbone merely felt fractured now, as opposed to completely shattered. his healing factor was doing its job, but working slow as usual.

What the hell just happened? Jesus, this was worse than his first day on the job. Worse than his battles with the Goblin, worse than anything. His entire body was hurting, bones either fractured or completely broken. He didn't even feel like standing up, let alone somehow get home. So much for the mighty Spidey Patrol plan. What a friggin' flop! In a matter of seconds, he was practically killed. At this point, it seemed merely a fluke that he did actually survive.

**:::Parker Household:::**

"Where is that boy? I thought you said you had a talk with him?"

"I did. I wouldn't worry. He probably just lost track of time or something."

In the midst of May and Ben's discussion about him, in walked Peter Parker with a heavy hoodie on to try and disguise his temporary injuries. Before he could say anything, his aunt approached him with feet stomping on the floor...

"Young man, you have some explaining to do."

"I know," he answered quietly in a low voice, just wanting to go to bed, "I was on my way home when I saw Spider-Man fighting a new villain. I had my camera, so I tried for some pictures."

May hated the fact that her nephew was photographing a superhero. She applauded his bravery and determination to help the house with money, but at what cost? What if one of these times, he was in the way, unable to escape? What if this life he chose for himself ended up injuring him? She worried constantly that she would one day receive a phone call that Peter was in the hospital.

She kept herself composed, though, not wanting to get into an argument, "I'll warm your dinner for..."

Peter politely interrupted, "Thanks, aunt May, but I'm actually just gonna go to bed."

"Wait, wait, before you do," uncle Ben had an announcement as aunt May simply turned away into the kitchen, "The Old Man is officially part of the work-force once again!"

Peter's face lit up, forgetting his injuries and defeat for a minute. His uncle finally had a job? Great news, "That's awesome, uncle Ben!"

"I start next week. Strand Electricity. I'm going to be making house calls to their customers, as well as being a part-time technical consultant. Mr. Strand said that if all goes well, I might end up being a full-time consultant. Which would mean bigger pay."

"That's great," Peter smiled, though it faded as he remembered the pain.

**:::The Docks:::**

Hammerhead was the type of guy that was born impatient. In fact, he surprised them all at birth when he was born three days ahead of schedule. He wanted everything and he wanted it yesterday. Having it now just wasn't fast enough. Case in point; He was seated inside his limousine at the docks with his new right-hand man, Jimmy Gaxton. In an attempt to smooth things over with Tombstone and Kingpin - due to the situation with Crime-Master - Hammerhead was overseeing a hefty shipment of drugs coming in underneath the cloak of darkness, and with a little help from a friend or two in high places.

"I'm spooked, boss, what if Spider-Man shows up?" Gaxton confessed, eyes shifting nervously.

"Rumor has it, the Spider's in traction if not dead because of some new freak," Hammerhead silenced the young man's worry, "No one's seen him since. The dumpster he fell in was blown to bits."

"No body equals no certainty," Gaxton was skeptical of a superhero being erased so easily.

"Do you wanna feel the reason why everyone calls me Hammerhead?" the big man threatened his new stooge, tapping on the vibranium plate underneath his skin and hair.

Gaxton gulped, "No, sir. I'll take your word for it."

Hammerhead shook his head, gesturing to the outside, "Go make sure everything's in order, will ya?"

"On it," Gaxton got out of the car, "All right, you jabroni's, let's see some progress, huh?"

Hammerhead got on his cell phone, dialing the appropriate number to get in touch with Tombstone, "Yeah, it's me. Everything's..."

"AAAAAHHHH!" a scream from the darkness amidst all the large containers.

"Shit," Hammerhead muttered, face tilting forward, "I'll call ya back," tucked his phone away, "God damn it!"

"Boss, we got trouble," Gaxton shouted to the car, getting out a weapon to defend himself.

Hammerhead's crew investigated. They maneuvered around the cargo crates carefully, eyes peeled for any signs of the Spider-Man. However, what they found was one of their own hanging upside-down from an overhead light, wrapped tightly in some kind of black cable. He had been knocked unconscious, dangling and swaying slightly.

"Jeezus," one commented, "Since when did the bug start using something other than... WAAAHHH!"

Everyone turned, the one talking having been sucked into darkness behind their backs. Now they were starting to get a little scared. Someone must have seen something, though, right? Yet, no one spoke up. Perhaps, no one had seen anything after all. Then, another one of the men were stolen away, leaving only three more left unharmed. By this point, they weren't a little scared, they were completely terrified.

"Boss," Gaxton called out, "We're gettin' picked off one by one!"

"When ya want somethin' done, ya gotta do it yourself," Hammerhead exited his car, telling his driver to keep it running, a machine gun in his hands, locked and loaded, "All right, spider! Looks like we're 'bout to have our first meeting. Too bad it's gonna be our last!"

Hammerhead saw a shadow move and quickly fired, pouring led into the body. When satisfied, he halted his assault with a confident grin. Only to have his lips twist into a scowl when the body stumbled into the light, revealing a dying member of his own damn crew, filled to the brim with bloody bullet holes.

Then another figure moved in the dark, everyone seeing it this time. They all fired away without hesitation. Same as before, once the body was in the light, it was revealed to be another member of their crew.

"Spider's got us shootin' ourselves," Gaxton mumbled, "Let's just get the hell outta here!"

"Who says I'm a spider?" a seductive voice whispered in the darkness before two smoke bombs were thrown.

Within the cloud of dark gray, the remaining thugs were reduced to unconsciousness in seconds. Then the sound of a grappling hook, followed by someone landing behind Hammerhead and Gaxton. The mystery person grabbed Gaxton's arm and fired off a round at the limousine driver, then flipped Gaxton down to the concrete, knocking him out. Next came a spinning heel kick to Hammerhead's gun, forcing it out of his hands, followed by a sidekick to his chest and one more kick right square in the balls with a pointed boot!

"Dah!" Hammerhead groaned sharply, stumbling back into the side of a container, sliding down to the ground, favoring his lower abdomen, "Bitch!"

It wasn't the web-head. A far cry from your Friendly Neighborhood Spider-Man. It was an attractive female wearing black leather with white fur at the forearms, lower legs and around the collar at the top. She also wore a cat-like mask, covering the top of her face with pointed ears and golden lenses. She also had this beautiful long and full platinum blonde hair that traveled to the middle of her back. At her waist were a variety of little gadgets and whatnot, hooked to a black belt.

"Who the hell are you?" Hammerhead was fuming, and started to get up, only to be side-kicked back down, and then the bottom of her boot placed firmly against the front of his throat.

"Who murdered Walter Hardy?" she asked, still holding Gaxton's gun.

"Who cares?" Hammerhead spat.

She wasn't a girl to be messed with. She proved this by shooting him in the right arm, "Oh no, how ever will you be able to jerk off now?" she mocked the crime-lord, displaying no fear whatsoever, just a grim and cold demeanor.

Hammerhead held his bleeding arm, the bullet, thankfully, not staying in his body, though that did mean more blood, "Okay, okay! I don't know what his name is, but I know that if you find the guy with the Vulture Tech, you find Hardy's killer!"

"The Oscorp thing?"

"Yeah," he squirmed, trying to get a clear passage for oxygen behind her boot, "Guy took out Spider-Man today. What, are you the replacement superhero or something?"

She took her boot off of Hammerhead's throat and stepped away, looking in the opposite direction, "Mister, I'm no superhero."

And then she shot him right in the head.

Walking away from the bloody scene, she never even bothered to look back upon her work. She now had a specific target in mind. Come hell or high water, that target was going to suffer her fury one way or another. What happened at the docks was merely to put him on notice. Revenge was coming his way.

**:::Daily Bugle:::**

Thank goodness he was gifted the ability to swing webs. In no time, Peter Parker was at the Daily Bugle, ready to hand Mr. Jameson one picture that was guaranteed to become quite the payday. Thankfully thinking fast yesterday, Peter set up his camera to snap a shot of a defeated Spider-Man walking away in a war-torn suit with his head held low. Maybe it wasn't the most noble of acts, but he had felt the desire to turn a negative into a positive.

Speaking of the now infamous defeat yesterday, Peter had woke up feeling fine. Well, maybe a little sore here and there, but the majority of the damage his body sustained had healed itself. So, it seemed this healing ability had its limitations into how fast it stitched wounds. That said, he couldn't live under the illusion that he was Superman and that there were no consequences to getting into a fight, because there was a chance that an injury could turn fatal.

Fatal...

Like last night. Apparently, while Peter was sleeping off his injuries at the hands of a new villain, someone was dealing punishment to a gang of thugs. In doing so, this mystery person had intercepted a huge shipment of drugs. People had died, but they were only thugs. The kind of people that had killed other people. The kind of people that for all intents and purposes, deserved to die.

But, if they deserved to die... Why wasn't it sitting well with Peter? Why was he feeling bad at not being able to save them last night? Not being able to save the bad guys? How crazy of a concept was that to digest? In Peter's mind, killing someone was a line that couldn't be crossed. It was the line between hero and villain. Between good and bad. Between right and wrong.

"THERE YOU ARE!" could only be one man, Mr. J. Jonah Jameson, "Less than twenty-four hours away from the Sunday edition, and you finally decide to show up!"

Peter's only response was handing over the photograph...

To which Jameson appeared less than impressed by, "That's it?"

"It?" Peter questioned, "Mr. Jameson, that's a broken superhero hobbling away after his first major defeat. A superhero humbled, a superhero..."

"Spider-Man: A quitter!" Jameson smiled wide, seeing the headline illuminated by bright lights in his mind, "I like it! Good work, Parker. I'm not paying you more than usual, though."

"Spider-Man didn't quit," Parker defended himself.

"Since when does Captain America just walk away? Since when does Iron Man just fly away?" Jameson retorted, "Face it, Parker. Your meal ticket just let down all of New York City! Ha! I knew it all along! Maybe we'll get a better superhero now. Ya know, one that doesn't throw in the towel?"

Inside, Peter Parker was ready to pop Jonah like a balloon, but he kept his cool. He simply kept quiet as Jameson personally gave him the cash. Then he walked out, catching the attention of Eddie Brock. Seeing him, Peter decided to walk back into Jameson's office...

"Mr. Jameson," Peter confronted him, "Why did you tell Eddie Brock to sneak into Doctor Connors' lab yesterday?"

The Editor In Chief of the Bugle looked at the boy like he had just told him magic elves were taking over the world, "What are you talking about, Parker?"

"Eddie Brock," he repeated, "He snuck into ESU and the lab to..."

"I never told him to do that," Jameson seemed to be telling the truth, "The Daily Bugle has a reputation to uphold. I'm a man of honor, Parker, of integrity..."

His intercom buzzed, courtesy of Betty Brant, "Sir, your wife is on the line. She found a purse she would like to buy, but doesn't have enough money."

"Tell her I'm on lunch break."

"It's only 10am, sir."

"Brunch break."

"If you say so, sir."

Jameson pointed to Peter Parker, making sure the boy heard his words, "Integrity and honor, Parker. Two words I have always lived by."

"Gotcha," Peter exited the office, not bothering to look anywhere but the elevator doors. However, those elevator doors opened, revealing none other than Ned Leeds. Peter hadn't seen Ned since the situation with Vermin. But, everything seemed good with the man. He was in good spirits, looking good, feeling good. See? All good.

"Hey, Peter," he greeted as he walked by, "Haven't seen you in awhile."

"Ned," Peter returned the greeting, "How are you doing?"

Ned chuckled, "Perfectly fine, even though no one believes me when I say that."

"PARKER!" Jameson's roar echoed throughout the entire news-room.

"Duty calls," Peter said in a flat tone of voice, going to Mr. Jameson's office for the third time, "Yeah?"

"I just got a call from Robbie," Jameson explained, "The new villain is flying around, making robberies. I want photographs yesterday!"

"I'll do my best, Mr. Jameson."

**:::Meanwhile:::**

For the first time in his otherwise admittedly pathetic life, Blackie Drago was on top of the world. Courtesy of the Project: Vulture technology and a little helpful _tinkering_, a brand new villain had been born. Wearing a black and red suit, along with a freshly painted vulture pack, Blackie Drago had undergone a transformation. One that lead to the creation of the Vulture. A.k.a... The man who killed Spider-Man.

And now... New York belonged to the Vulture. And first thing on his to-do list, was to increase his funds.

It was just too easy. Robbing people, robbing banks, taking all their money and flying it to a special drop-spot. No one could stop him. It was merely his second day, and already New York was clutched tightly in his deadly grip. However, he was reminded of the term... _If it seems too good to be true, chances are that it's too good to be true_.

Vulture had his next target set in his sights when he was cut-off by the sudden appearance of a very alive and not at all dead Spider-Man!

Spider-Man swung right into the Vulture, knocking him off his flight path. It took a couple seconds, but the villain was able to regain his bearings and remain in the sky. This was certainly a surprise. He thought for sure that he had finished off Spider-Man yesterday. After all, barely anything was left of that dumpster, never-mind the rest of the alley.

"I should have known you wouldn't be that easy to get rid of," Vulture scowled behind his red helmet.

"I'm pretty much the superhero equivalent of a rash," Spider-Man remarked, sticking to a window, "Just when you think I'm gone," then he sprang into action, diving for the Vulture, "I come right back!"

Vulture released a mini rocket from his wings, but Spidey was a step-ahead this time. He fired a web-line and threw the rocket straight up into the sky where it exploded safely, harming no one in the process. Spider-Man then made impact with his new opponent, tackling him to the side of a building. Spider-Man landed a punch, then tried another, but nothing was getting through because of the helmet this guy was wearing.

Vulture brought both knees up, jamming them into Spider-Man's stomach, then kicking him away with two feet. The hero flipped backward through the air, but was able to catch himself with webs and return to the fight.

Although, when he returned to the spot, Spider-Man found that the Vulture had made an escape. He was flying away, off into the distance. This battle may have been short and sweet, but Peter was almost positive that it wasn't going to be their last.

_**ZEROBEN'S SPIDER-MAN**_

_There you have it. Hopefully it's good. The Black Cat scene is somewhat an homage to Batman. I know it's unrealistic that she's that good already, but it is what it is. Her design is a mish-mash of Ultimate and the Spectacular Spider-Man show's looks. No massive breasts or equally massive cleavage. I have big plans for that character, so I'm hopeful that people will like this version of her. I changed Blackie Gaxton to Jimmy Gaxton simply because I didn't want two Blackie's. My vision of Vulture is a little weird, but I'm hoping it works. I liked that I got to two, albeit short, fights in one chapter. I'm also glad that I'm working in Spider-Man having multiple fights with a villain in an arc. Also, I nabbed the name Strand from the aborted James Cameron's Spider-Man.  
><em>

_Very quick, I wanted to explain the healing factor. Peter can heal in this, but not like Wolverine. Or like my version of Tony Stark. He heals, but it takes awhile for it to work. So, say, if Vulture kept at him in this first fight, he probably would have ended up killing him. I mostly just have the healing factor so he won't have bumps, bruises and broken bones all the time, while still having all those things in his fights._


	15. Tangled Webs Part II

_After a short hiatus, we are back. Though, I'm not sure when the next chapter will be up because Arkham City is going to be taking up my free time next week._

**ZEROBEN'S SPIDER-MAN**

**15#**

**"Tangled Webs" **

**Part II**

Norman Osborn was not a happy man on this particular evening.

He was receiving very unwanted heat from the media in concerns to the Vulture Technology being stolen right out from under his nose and then used for criminal activities. It was an instant scar on the face of not only him, but all of Oscorp in general. Desperate times called for equally desperate measures. Osborn knew the authorities wouldn't catch this villainous Vulture, and that if Spider-Man did, the flight-pack would be kissed goodbye. So, Norman had to get it back before anyone else got their hands on it.

To do so, he had to brave the darker side of New York. The side that not even everyday good people would dare cross over to. The side that held fear and power amongst the weak. The side that was willing to do whatever it took to survive in a world where new dangers were born each and every day. The side where the Kingpin ruled and called home...

Norman Osborn, flanked by his bodyguard, was lead into a room within a building cloaked as an apartment complex inside of Hell's Kitchen. It was where the Kingpin of Crime held all business meetings. The room was located within a secret area inside the basement...

"Norman Osborn," the largest crime-lord in the world greeted in his deep voice, a cigar between his fingers, "I was wondering if a visit from you was forthcoming."

"Kingpin," Norman returned the greeting, bodyguard still at his side, "I appreciate your willingness to meet with me on such short notice."

"While I consider friendships a weakness, I like to think that our working relationship is healthy," Kingpin said, "That said; I also like to think that you would do the same for me if needed."

Norman took a breath, "Yes, well... I suppose I share that thought."

"Good to hear, Osborn. Good to hear. Now, how can I be of service?"

"It is imperative that the Vulture flight-pack be returned to me as soon as possible," Norman explained the dire situation, "It's very important that I have it in my hands before SHIELD ends up taking it away forever."

"I see."

"I know you're a man of deep pockets and even deeper resources. I'm also well aware that you've dipped in the superhuman pool."

"This is true," Kingpin confirmed, knowing Osborn would never sell him out.

"Can you help me?"

"Yes," Kingpin quickly assured him, "But, first, I am in need of assistance as well."

Norman knew it. The catch! There was always a catch. Norman waited for Kingpin to explain what it was that he needed.

"There is an inmate at the Ravencroft Sanitarium that could prove useful to the both of us. His name is Alex O'Hirn. If you really want your Vulture technology back... Then you need to get him out of that mental clinic immediately."

"O'Hirn..." the name rang a bell, but it took a few moments for Norman to remember exactly who he was, "One of Crime-Master's thugs? The one who's paralyzed? With all due respect, are you out of your mind? How is a paraplegic going to help me?"

Kingpin was always cool, composed at all times, brimming with confidence, "That's the thing, Osborn. If you don't retrieve him for me... You'll never find out how."

His usefulness aside, there was still the matter of breaking him out of there. Could prove tremendously difficult. How does one go about such a task? Especially considering that the inmate in question was currently paralyzed from the neck down, unable to move even the slightest of centimeters.

"And how would you propose I go about doing this?" Norman wondered.

"Your genius rivals mine, Osborn," a compliment or a taunt, Osborn wasn't quite sure, "I'm positive that you can think of a satisfactory tactic to use."

This only strengthened Norman's disgust for working with the Kingpin of Crime. However, there was no denying the advantages it produced. Having Kingpin on your side was infinitely better than having him target you as an enemy. It was much healthier to be with him than against him. So, Norman would continue to play nice...

For now.

**:::Stacy Household:::**

In a chaotic sleep, Gwen Stacy tossed and turned in her bed. The sweat poured as the nightmare intensified. In it, she was being held captive by Crime-Master again. He was taunting her with a gun in his hands, tapping it against her temple, preparing to end her life with the pull of a trigger. She screamed so loud that her throat bled, but it did no good as no one could hear her. Then there was a bang, but it wasn't Crime-Master's gun that went off. He dropped to his knees, and Gwen discovered that she had a weapon in her own quivering hands.

Crime-Master's mask dissolved, revealing the face not of Nicholas Lewis Jr., but of George Stacy. Her father. She had just murdered her own father...

Gwen awoke from the nightmare with a startling screech. This was followed by many deep breaths as she sat up to her knees, rocking back and forth to calm herself, the tears flowing quietly. Every night... Every damn night... She had these nightmares. They weren't always the same, but there remained one constant. And that was the appearance of Crime-Master. Sometimes he was the real man behind the mask. Sometimes he was her father, and then sometimes it was her underneath.

"Are you all right?" George ran into the bedroom in a panic. He had heard her awake from the nightmares before, but never quite this violently.

Gwen didn't speak, though she did answer. This was done by shaking her head behind closed eyes.

George sighed, taking a seat on the edge of her bed and holding her tightly, "It's okay, Gwen. They're just dreams. They can't hurt you."

**:::Midtown High School:::**

As to be expected, Peter Parker had a lot to think about. Not only was there Vulture, but apparently there was also some new vigilante. By eyewitness accounts - criminals who barely escaped her deadly vengeance - this vigilante was of the female variety, and she wore a costume that reminded them of Catwoman from the old Batman comics. She was calling herself the Black Cat. It may have sounded dumb or possibly counter-productive in a way, but Peter needed to find her and put a stop to her brutal actions.

No matter who they were after, Spider-Man couldn't allow a killer to operate freely. So, tonight, he was planning on a little investigation.

Although...

There was also the Vulture issue to be concerned with. This high-flying villain had given Spider-Man the slip more than once, and was truly proving to be more than a match. Peter already knew what he needed to do to beat him, though. He had to get close enough to the tech-pack to disable it. Once that happened, it was just a matter of slapping cuffs on the man and that was that.

One last thing; There had been rumors that SHIELD was in town, investigating this Vulture business. Which meant they had their own eyes on the technology. While Peter wasn't quite sure on how to view their involvement, he was almost positive that Norman Osborn was probably fit to be tied. It was his baby out there in the skies, being used as a vehicle for chaos and crime. That had to be driving him insane.

"You think a lot," Mary Jane commented as she and Peter walked to their next class, "Like... A lot."

"I have a lot to think about," he replied, stopping at his locker to exchange books for the rest of the day.

"True," he did have a point.

"Hey, I was wondering, did I see you signing up for the Drama Club yesterday?" Peter asked.

She was a little hesitant to answer, leaning back against the lockers, but still did so, "Yep. With any luck, I'll evolve into a drama geek."

Peter chuckled, shutting his locker, "Did you ever do any acting before?"

MJ shrugged her shoulders, "I wanted to... But, I was never brave enough. Too scared about what people would think of me."

"Not anymore, though?" he asked as they resumed walking to their class.

"Not anymore," she replied with a slight smile and shake of her head.

**:::Hammerhead's Hideout:::**

Oh god, it hurt like hell. Still. Still! Even though it was nights ago, Hammerhead's skull ached constantly. Thank god he had that vibranium plate in there or it would have been the long goodbye for him. The pain killers helped, but nowhere near enough. It felt like a concussion times ten. Times frickin' ten! Damn it! That bitch! Oh yeah, payback was coming her way. Payback... Times god damn ten! You didn't do something like this to Hammerhead and get away with. No way, no how!

His head was shaved, and there was a gnarly wound that had been crudely stitched over. The best he could have done, though. It wasn't like he could have gone to see a real doctor. It was actually done by Jimmy Gaxton, whom by mere miracle, had not been killed by Black Cat like everyone else that night. A stroke of luck. Still, Jimmy was counting his blessings every night since.

For now, a special meeting scheduled to be conducted. The players involved would be Hammerhead, Gaxton and the crime-lord known as Tombstone. Whom was someone currently displeased with Hammerhead. After all, it was Tombstone's shipment coming in that night at the docks. And, courtesy of the mysterious and deadly Black Cat, the police had retrieved it instead of Tombstone's paying customers.

"I've never liked you," a bold statement by Tombstone, made all the more so as he walked around Hammerhead's personal room of business, his back turned to the flat-headed gangster, looking at various items and such, "And this latest mess supports that feeling tenfold."

"It ain't my fault," Hammerhead tried ignoring the ache in his head, but it was far too difficult a task.

"First it was dishonesty with the Crime-Master situation. And now, out of what little goodness is left in my heart, I offer you a golden opportunity to redeem yourself, and you manage to screw it up."

"Black Cat."

"I don't care if it was Jesus Christ," Tombstone turned to stare Hammerhead straight in the eyes, "You brought a vastly inappropriate number of men to a very important shipment receiving. You did not prepare as you should have. I would be doing all of the world a great service by ending your life right here and now."

"If all you're going to do is make empty threats and annoy the piss outta me, then save it! 'Cause all you're accomplishin' is makin' my head hurt worse than it already is!"

"Do yourself a favor, _Asshole_," Tombstone's deep and somewhat gravelly voice became very threatening, "Never consider any of my threats as empty. Trust me, I wouldn't think twice to end you in your own home."

Hammerhead sighed through a deep breath, "Fine. All right. How do I fix this? What do I do?"

Tombstone merely shook his head, "You don't fix this. You don't try to make up for it. As it relates to you - you pathetic pile of shit - redemption is no longer possible."

"You bastard, you disrespect me in my own home?"

Gaxton pulled a gun on Tombstone, but all the crime-lord did in return was smile. He was humored by their actions, amused, "Go ahead, give it a shot."

Gaxton wasn't expecting that. He looked to his boss as the tense situation lingered, "Cocky bastard thinks he can do this in my own home? Screw it. Give it to 'em."

_BANG! BANG! BANG!_

No effect. The bullets all fell to the floor.

Hammerhead's and Jimmy Gaxton's jaws unhinged as they dropped to the floor. Was Tombstone a superhuman? When the hell did this happen? How come he wasn't ruling the city for himself if he couldn't be hurt? Forget that, why the hell wasn't he ruling the entire god damn world?

Tombstone straightened his suit, casually dusting the bullets away, "You are no longer part of the Triangle. Your services are no longer required nor are they needed. This coming straight from the Kingpin."

Hammerhead was still in shock that the three bullets didn't even penetrate Tombstone's skin.

"Out of courtesy for all the good you have done for us over the years, we are allowing you to continue your operations. But, be warned, you are not to interfere with ours. And, if you do... Well... I'll refer you to Kingpin's warning..."

Hammerhead swallowed hard.

_The Kingpin stood tall in a room with only he, Hammerhead and Tombstone inside, "I'll offer you a deal; You cheat Tombstone and I one more time, and I'll personally see to it that that vibranium plate is ripped out while you are completely awake and alert, able to feel very ounce of pain."_

Tombstone walked out of the room, "I'd say it's been nice knowing you. But... We both know that isn't true."

**:::A New York Night:::**

With a graceful landing, Spider-Man was atop a brightly glowing and green R. He had come to the conclusion that it would be wise of him to learn as much about this Vulture guy as possible. To do this, he had only one idea to start with. He would go to the source of the Vulture technology itself. It was a bold move, to say the least, but Spider-Man had just landed atop the Oscorp building...

Peter secured a web to the bright neon letters and then slowly lowered himself down until he was in front of the appropriate set of windows. There was Norman Osborn, seated at his desk, working on something with his laptop. Must have been important, considering how late it was. Of course... Norman had always been known to bury himself in his work. His company was like a child to him. And sadly, that child was often times treated better than his own flesh and blood.

Still hanging upside-down, Spider-Man politely knocked on the window.

Norman was startled, abruptly spinning in his chair to discover a visitor. At first, he was unsure how to take this. Was Spider-Man here as friend or foe? Damn... Why did he send his bodyguard home early this night? Foolish mistake. It won't be happening again, though. Momentarily, Norman slid the window open.

Using as tough a voice as he could to disguise his own, Spider-Man explained his reasoning behind the visit, "Project: Vulture."

Norman relaxed somewhat, realizing he wasn't about to be attacked, "Right to the point. I like that."

"It's just impatience," Spider-Man countered, "I need to know everything about the Vulture tech."

"You know, Peter, I'm surprised you didn't..."

"Peter?" he cocked his right lens.

Norman chuckled, "I know who you are, Peter. I know you were bitten by a genetically enhanced spider. I know it was you who defeated the Goblin. I know everything."

Regardless, the boy played dumb, "Peter? Oh, you mean that Parker kid that's always getting in the way?"

"Fine," Norman backed off, "Perhaps, we'll wait another day for the truth. We have bigger problems now, anyway."

"Whoever stole the tech, knows exactly what to do with it and how to maximize its usefulness," Spider-Man explained while still hanging upside-down by his web, "I'm guessing it's someone affiliated with your company that had access to it enough to know it inside and out. They outfitted the wings with mini rockets."

Norman was figuring on the notion that if Spider-Man were to defeat the Vulture, that he would hand over the flight-pack and other tech to the authorities. From there, it would land in the greedy hands of SHIELD. And, as noted, that was something that just could not be allowed to happen. So, Norman had to play this very carefully...

"If I knew," Norman said, "Don't you think I would have already gone to the authorities?"

Spider-Man shook his head, "And risk SHIELD getting a hold of it? Not likely. Listen, I need..."

Spider-Sense!

Spider-Man snapped the web and leaped into the office, tackling Norman down to the floor just as a bullet shattered the glass and drove into Osborn's desk. Spider-sense was still ringing like a jackhammer in his head. More bullets, both Spider-Man and the CEO of Oscorp were pinned down.

"Who's trying to kill you, Osborn?" Spider-Man asked, angered by this turn of events, ducking behind a cabinet with Norman as the bullets continued to whiz by.

"How do you know it's me they're after?" Norman raised an interesting point.

The bullets stopped. Time for a reload. Also time for Spider-Man to put an end to this. The hero leaped out of the Oscorp building with reckless abandon, and zipped a web to the opposite side of the street. He landed on the top of a billboard, spider-sense ringing in his head once again. Damn it... He was right out in the open!

Parker ducked down, the bullet just grazing the back side of his right shoulder. While doing so, he fired a ball of webbing in the area he estimated the shots were being fired from. When there were no more attempts on his life, he realized that the idea worked. Casting his bloody shoulder aside, he jumped into the air and landed in a spot just behind an air vent on the top of a building.

Sniper rifle. Peter was no aficionado on weapons, but he could tell it was a nice one. Looked expensive, too. Your run of the mill criminal or hitman couldn't afford something like this. The shooter was nowhere in sight. Spider-Man then noticed a fire escape on the side of the building, with the ladder down and someone running out of the alley. Someone with long platinum blonde hair, wearing black leather and cat ears.

So much for the shooter being nowhere in sight. Wait... Was that... It was...

The Black Cat!

Spider-Man sprang into action, jumping down street-side just in time to watch the young woman launch herself off the top of a car and land with ease onto a vertical neon sign. She hooked her claws into it, looking back at Spider-Man, almost as if to dare him to try and catch up to her. Needless to say, whether or not it really was a dare, Spider-Man was more than happy to oblige either way.

Spider-Man spun his web, heading straight for her. In that instant, the Black Cat extracted a grappling hook from her belt and shot it to a nearby rooftop, hitting the release and zipping right up there in no time at all. Spider-Man landed on the sign this femme fatale had just been on. With an aggravated sigh, he continued the pursuit.

They met on the rooftop, Black Cat with a handgun already aimed as Spider-Man landed upon the ledge, squatting as he usually did. She may have been wearing a playful cat costume, but the eyes behind those lenses were anything but cute and playful...

"Why are you after me?" Spidey questioned the would-be assassin.

"I wasn't," she responded, "Why did you save Norman Osborn?"

"Why were you trying to kill him?" Spidey asked another question, "By the way, if you're not after me... Then why does my shoulder hurt like hell right now?"

"You got in the way," her answer, shrugging a shoulder, "Not my fault."

"You've been killing criminals left and right," he stepped off of the ledge and cautiously approached her, making sure there were no sudden moves on his part, "You have to stop."

"The world's a better place without them," she wasn't backing down, not even to the supposed Amazing Spider-Man.

"Killing isn't the answer."

Black Cat relaxed her stance, her arm dropping to her side, head tilting forward, lips curving slightly into a frown, "I know what I'm doing is wrong. Okay? But, it's the only way..." she hesitated in saying more.

With her guard down, Spider-Man spun a quick web and snatched her gun away. He then broke it in his hands and tossed it aside carelessly, "You have to stop this now. You crossed a line at the docks that we can't cross."

"We?"

"Superheroes," he nodded, "We have to..."

"I'm no superhero," she raised her head back up, "I'm just a girl looking for revenge."

"You're trying to kill Norman Osborn out of revenge?"

She shook her head, "Not just him. Everyone that's responsible. From Osborn to the Vulture."

"Okay," he had to clear this confusion up, "What are they responsible for? Why are you looking for revenge?"

Then there was smoke. And, by the time Parker was able to see through it, the Black Cat was long gone. Neat trick. One that could come in handy for himself. If only he knew where to find smoke bombs, that is.

What revenge was Black Cat talking about? What had been done to her? Who was she under that mask? If Peter had to guess, she didn't seem all that much older than him. Possibly, the same age. Whatever the revenge was, it gripped her tightly, and she didn't strike Spider-Man as being someone who was just going to give up because of something he said. So now, besides Vulture, Peter needed to keep an eye out for this Black Cat character, and make sure no one else suffered her wrath. More than likely, a lot easier said than done.

All the while, keeping pace at the Daily Bugle, the internship and school work, plus showing up on time at home, and coming up with a suitable excuse if they happened to catch him sneaking in or out. Taking Spidey pics and studying late at the library was going to get him only so far.

**:::Ravencroft Sanitarium:::**

"No, I refuse to authorize this. You are not allowed to take him."

Dr. Ashley Kafka was in shock. Mere minutes ago, she had been informed by a middle-aged man representing the Mayor of New York City, Mayor Waters, that the patient, Alex O'Hirn, was to be released. This did not sit well at all with Dr. Kafka, not in the slightest. Most importantly, Alex O'Hirn was paralyzed from the neck down. He required constant sedatives just to dull the pain, he was in no condition to be released. There was also the issue of damage being done to his psyche. He had become deeply depressed, and was experiencing violent dreams where it was him who was breaking bones.

"Sorry, lady," a group of men were on their way to O'Hirn's room, "Ya got a problem, take it up with the Mayor. Until then, we're takin' O'Hirn off your hands."

There was nothing she could do. In the new few minutes, she watched helplessly as Alex O'Hirn was taken out of Ravencroft and out of her custody. A broken and shattered man who was deeply traumatized was being let go into a world that had broken his body in pieces. It wasn't right. It just wasn't right.

**:::Elsewhere:::**

She didn't want to do it.

Gwen Stacy did not want to walk up to some stranger and start spilling her guts to them. But, there was no denying the problems she was faced with since being abducted by Crime-Master. The nightmares, the extreme anxiety, the lack of appetite, the list went on and on. To ignore these problems any longer would be idiotic. Despite popular belief, Gwen valued her life and truly wanted to feel better, and even go back to school... As insane as that was all by itself.

"You're sure this'll work?" Gwen asked her father as they walked across the parking lot.

"You need to talk about your issues," he said, right by her side, "Locking everything inside is making you sick. Getting all of that stuff out and sorting through it will make you feel better. Who knows? You might even feel better than you did before everything happened."

Gwen sighed as they approached the door. This was a big step for her. One that she was willing to take, despite not knowing if she was ready for it. Talking about issues and feelings just seemed wrong to her. She'd rather outfit herself in a tough exterior for protective purposes. Lately, though, that approach was failing greatly.

To Gwen, the short hallway felt as though it were three times as long as it really was. Seconds were minutes as time moved slowly. She was dreading this therapy. In the past, the only times she ever really opened up was when she was yelling at someone or threatening to beat them up after they had been taunting her one way or another. She wasn't comfortable with seeing a therapist or psychologist or whatever he was. But, she understood that she needed the help.

"Yes, hello, my daughter is here to speak with Dr. Warren?"

With another sigh, she sat in the chair after they had entered the small waiting room.

"No, this is her first visit."

Her head went back against the wall, eyes gazing up into the bright ceiling lights.

"Yeah, that's me. I actually took time off to get her here."

Why did this have to happen to her? Why was life always throwing these bombs at her? Her mother passing away, a strained relationship with her father, problems with bullies at school, and then Crime-Master. Crime-Master. Crime...

_"Heya, Gwenny," the masked man was sitting in the chair opposite to her, freezing her in terror._

"Gwen?" the vision of her tormentor dissipated into nothingness as the receptionist called her name, "Dr. Warren will see you now."

George put a re-assuring and supportive hand on her shoulder as she stood and walked over to the door, being shown the way by the woman, "You'll be fine, honey. Good luck. I'll be out here if you need me."

**:::Somewhere Else:::**

"What am I doing here? What the hell is this?"

Alex O'Hirn had no idea what was going on. First, they wake him up early in the morning to say he's being discharged from the looney bin. Then, they wheel him into a van, blindfold him and drive him only god knows where. All he knew was that once the blindfold was off, he found himself in some kind of creepy-looking lab that was straight out of a Frankenstein movie. Even had the main machine in the middle of the room. Looked like a casket more than anything else.

"Alex O'Hirn," an equally creepy voice for a creepy lab, "Welcome to your re-construction."

Alex O'Hirn listened, realizing there wasn't much else he could do from his wheelchair.

"Courtesy of the Kingpin, you are being given a second chance," where was the guy that this voice belonged to, Alex couldn't see much in the dimly lit laboratory, "One that we all have confidence you will not squander."

"Get to the point," Alex grumbled.

"Fair enough," a middle-aged man with white hair and an equally short white beard emerged from the darkness, "My name is Phineas Mason, and it will be my invention that enables you to use your body once more."

"You're gonna fix me?" there had to be a catch somewhere, just had to.

"Precisely," the machine in the middle of the room opened up, revealing a place for someone to lay inside the mold of a body, "However, it does come with a price. You have been bought from Hammerhead by the Kingpin. You now work for him. In return for this procedure, you are to do his bidding. If you fail to comply with this rule, I assure you it would be a very unwise decision."

All O'Hirn was hearing is how he was going to get his legs back. Whatever. He would have signed a deal with the devil right on the dotted line if it meant he would be fixed, "Yeah, yeah, sure. Whatever he wants."

"Is it correct of me to consider that an agreement on your behalf?"

"Yes."

"Very well," Mason turned to a control panel, "We shall begin. Put him in the machine."

The guys that had brought O'Hirn to this place, were now picking him up from the chair and laying him inside the machine, his body fitting perfectly inside of the mold. They then shut the top half of the machine down upon him carefully. It was a little uncomfortable, but considering what it would do... O'Hirn wasn't going to complain. Although, it damn well had better work. If he was being lied to... He'd find some way to get payback.

"I should warn you," Mason's final words as the machine began glowing with power, some kind of liquid metal filling it through various tubes, "This may hurt..."

"UURRRAAAAGGGGHHH!" O'Hirn roared as it felt as though every single inch of his body was being crushed from all sides.

"... Tremendously so."

_**:::::ZEROBEN'S SPIDER-MAN:::::**_

_And here you have part 2 of "Tangled Webs". A lot of build for the future in this chapter. MJ taking up Drama. We see Osborn and Kingpin working together. We learn something about Tombstone. Plus, Gwen is seeing Dr. Warren. And it's the Terrible Tinkerer who is working for Kingpin and creating Rhino. Sadly, no room for Vulture in this one. But, that's why the arc is longer than the others. It needs the extra room. _

_I'm not crazy about the Spider-Man scenes, but can't win 'em all, I guess._


	16. Tangled Webs Part III

**Cover 1# **Normal looking Peter Parker with spiders dangling from webs all around him.

**Cover 2#** Red and blue Genetically Enhanced Spider in front of the Oscorp sign.

**Cover 3# **Peter Parker shooting webs from his bare wrists.

**Cover 4# **Spider-Man swinging through Times Square.

**Cover 5# **Police Captain George Stacy, Jean Dewolff and Stan Carter standing in front of an artist rendering of Crime-Master.

**Cover 6# **A smiling Norman Osborn with his hand on an unsure Peter Parker, walking down the hallway of Midtown High.

**Cover 7# **Spider-Man laying in an alleyway, costume torn, bruises and cuts all over.

**Cover 8# **An exterior shot of the venue for the charity event.

**Cover 9#** Spider-Man crashing through the windows to battle Proto-Goblin.

**Cover 10# **Spider-Man beating up the Ringer while strategically placed cameras snap photos.

**Cover 11# **Spider-Man squatting, cocking a lens at an innocent looking rat.

**Cover 12# **Spider-Man struggling to rise above a proverbial sea of zombies.

**Cover 13# **Vermin bursting through a wall, full of rage.

**Cover 14# **Black Cat standing stoically with two guns, a number of spider webs in the background.

**Cover 15# **Black Cat standing over a group of unconscious thugs.

**Cover 16# **A split of Felicia's face. One side her normal self, one side the Black Cat. Spider-Man hanging upside-down from a web in front of it.

**ZEROBEN'S AMAZING SPIDER-MAN**

**#16**

**"Tangled Webs"**

**Part III**

_'I know who the Black Cat is.'_

One of the very first things Peter Parker thought of after making the decision to be Spider-Man, was to try and devise a manner of speech that would successfully disguise his voice. He couldn't be entirely sure how good he was doing with the idea, but he wanted to stay positive about it. And, it wasn't like he was going to stop with the voice, anyway.

Obviously, this was something that Felicia Hardy either didn't think of or didn't deem necessary. Because, finally, she had started talking to Peter again just moments ago, and instantly... Peter recognized the voice. It was the very same that belonged to the Black Cat. And, by discovering that Felicia Hardy and the Black Cat were one in the same, he realized that Felicia's reason for revenge had something to do with her father.

Exactly how her father's death was related to Norman Osborn and the Vulture wasn't cleared up yet. But, at least, Peter had something to work with now.

"Not to sound too cliche, but how are you doing?" Peter asked Felicia in the school cafeteria. He would normally be sitting with MJ and Harry. But, Mary Jane wanted an early start on Drama and Harry wasn't in school.

"It's okay," she assured him, not paying much attention to the meal in front of her. She let a sigh escape, "I guess I'm not doing so bad. Some days are better than others."

"I can't imagine."

"Yes you can," Felicia politely disagreed, "I heard about your parents."

A topic Peter wasn't comfortable enough with Felicia to discuss at any length. He merely rubbed the back of his head and looked away for a moment, "It's... I mean... I'm over it."

"Over it?" not a response she was expecting, "How does somebody..."

"We can talk about something else," Peter wanted away from the subject, "Like, anything else."

At that point, it became painfully obvious that Peter wanted no part of talking about his parents. Which, to be honest, Felicia understood. After all, this was the first time since her father's death that she was even acknowledging Peter. So, with that, she backed off. No more overly personal topics. Time for something else. Something they could agree on...

"I'm sorry about Eddie showing up at E.S.U.," Felicia said, "He told me he was going to, but I didn't say anything to stop him. I guess I didn't think he had the guts to actually do it."

Peter shrugged, "It's no big deal. I don't think he found what he was looking for, anyway."

"I don't know why he acts the way he does. I'm hoping he eventually grows out of it, though."

Peter chuckled, "It doesn't seem like he will."

Felicia did as well, "It doesn't, does it?"

Part of Peter wanted to lay the truth out on the table. But, better judgement instantly came into play and he realized it was best to keep his secret identity just that... A secret. Still, he wanted to get inside Felicia's head. What was she thinking when she was out there on the rooftops? When she attacked those men at the docks? When she tried to put a bullet through Norman Osborn's skull? Where did she get all the gear and weapons, to begin with?

Peter felt a connection to Felicia. One that seemed strong. After all, she was the only other costumed crime-fighter he knew, though she didn't know he was Spider-Man. At least, he figured she didn't know. They had something in common, something that normal everyday people could only dream of having. They were part of the small but fast-growing Superhero community. Though, apparently, the Black Cat didn't consider herself a superhero. More than anything else, she was a vigilante.

One that was killing people.

One that needed to be stopped.

"Ah," Peter faked something just popping into his mind, "I just remembered a paper I have due. I should go finish it while I have the time."

A little bit of confusion for Felicia as she watched him gather his things in a hurry, "Oh... Okay?"

"Sorry," he was already on his way out of the cafeteria.

Peter stopped just outside of the cafeteria, leaning against the wall for a moment, taking in a deep breath. He didn't know what to do about Felicia. Well, no, that was incorrect. He knew what he was supposed to do, but he didn't know how to go about it. Or if he even really wanted to. There were just so many key factors to consider. So many different little twists and turns. Felicia was a friend, someone who was hurting deeply. However, Black Cat was a ruthless killer driven by the need for revenge. A need that very nearly cost Harry his father.

_'I know who the Black Cat is. But... I'm not sure what to do about it.'_

**:::Osborn Estate:::**

Simply put; Harry Osborn was frustrated.

First, it was a genetically enhanced spider biting his friend and supplying him superpowers. Then it was the Vulture technology being stolen. And now... His freakin' dad was targeted in an assassination attempt. By Norman's account, it was sheer luck that the sniper missed their shot. Of course, he never told Harry what really happened. Never told his son that it was Spider-Man who rescued him.

Harry had always prided himself on the ability to detect when his father wasn't telling the truth. This lead to the boy coming to the conclusion that there was more to all of this than Norman was letting on. Which is what frustrated Harry to begin with. Actually, it wasn't so much that Norman wasn't saying anything, as it was the sheer fact that he didn't trust his own son enough to tell him the damn truth.

Making matters all the worse, Harry was forbidden to leave the mansion until the would-be killer was found and placed behind bars. He had school, his friends, those stupid classes at ESU with Doctor Connors. But, not anymore. And still, he wasn't provided the full truth about everything. _Still_. It was infuriating.

"Dad, this is dumb," Harry chose to confront his father in Norman's personal study, "If someone wanted me dead, they would have done it. I'm not at risk."

"I know best, Harry," Norman reminded his only child, "And, until justice is done, you are not to leave this house."

"But, you can leave," Harry pointed out, "Which is just as dumb. You're the one that was shot at, but I'm the one that has to stay home? Really, dad, how much sense does that make?"

"My appearances outside this home are kept at a minimum," Norman explained, "Oscorp can't run itself. The Board is far too inept to pull that off."

"Nobody's after me."

"You don't know that."

"I can take care of myself."

"You're still a child."

Harry's frustration had reached a boiling point. He knew that if he spoke another word, he wouldn't be able to restrain himself from unloading a verbal onslaught upon his father. No chance in hell of him holding it back. So, Harry bit his tongue and kept his lips sealed. He didn't even so much as clench his fists. He merely stood in silence for a few moments before finally turning on his heels and leaving the study.

_'A kid. All he sees me as is nothing but a stupid kid.'_

**:::Meanwhile:::**

Blackie Drago no longer felt like Blackie Drago. It was as if his inside copied his outside. He truly felt larger than life, felt like an honest to goodness vulture. And, that's exactly what he was now; _The Vulture_. There was no stopping him, no thwarting his evil deeds. By the end of his plans, New York City would belong to him. Forget the Kingpin and whoever else, it belonged to the Vulture!

Concealed within the tight space of two stone buildings that were very close together, the Vulture silently stalked his prey. Getting money in small amounts at a time wasn't enough anymore. He needed a big score. And, how he was going to achieve that big score was by trapping some innocent bystander in his talons and not letting go until a healthy ransom was given to him. He didn't worry about the police, they weren't even in his league. The Black Cat was just a thrill-seeker with a gun. Spider-Man was a true adversary, but even he wasn't man enough to clip this vulture's wings.

The one Vulture stole couldn't be just anyone. Couldn't be a random New Yorker walking the streets. No. The Vulture had set his sights on someone with the bank account to fork over the cash amount he had in mind. The cash amount that he rightfully deserved. Someone who would undoubtedly pay any amount to have his son returned to him.

The person whom Vulture wanted to kidnap was none other than the son of Oscorp's CEO... _Harry Osborn._

Right now, from his spot, peering through lenses that optimized his vision, the Vulture watched. Eventually, Norman would have to run along to some business thing. And, when he did, there would be absolutely nothing standing in the way of the predator and his prey.

**:::Empire State University:::**

"Will the young Mr. Osborn be gracing us with his presence today?"

"Not today, sir. I'm sure you heard about what happened to his dad last night? Well... Harry's pretty much grounded until they find out who did it."

Hearing about Norman Osborn nearly being assassinated didn't necessarily bring tragic emotions to Dr. Connors' heart. Which was cruel, but honest. He never much cared for the man. This lingering feeling intensified when Connors' endured the accident that stole his right arm.

"I'm going to give you some advice, Parker. Whether you accept it or not is entirely up to you. But, I think you have the right to know."

Peter set aside his work, focusing solely on Doctor Connors' words. The boy could tell just by the man's tone of voice that this was something he should listen closely to.

"Norman Osborn is not to be trusted."

Not the first person to tell that to Peter Parker. Probably wouldn't be the last, either.

"I realize he possesses tremendous influence and acceptance and is seen as a philanthropist. But... That's not who he really is. Trust me, he is a man solely thinking of himself through his company, Oscorp. He's willing to do whatever it takes to secure his goals, and there's no price too high," Doc Connors glanced sadly to where his right arm should have been.

Peter didn't want to be rude, but there was a question that sprang to mind, "Why are you telling me this?"

"Because, Parker..." Connors hesitated momentarily, "... Because... The accident that caused me to lose my arm was Osborn's fault."

Peter was floored. He had never known. In fact, it would be fair to assume that no one else did, either. General public-wise, that is. Definitely a well kept secret. Parker thought it was just the result of an explosion during Doc Connors' time in the military. That was the story the majority of people heard and believed. Maybe even never happened to second guess. It made sense, and they all accepted it. But, to hear now that it was somehow Norman's fault?

"If you don't mind me asking... How did it happen?"

Connors remembered it well. After all, how could he ever forget the time he lost a limb? Forget about a time when his work was hampered significantly...

"I had just returned from service. Martha and I moved to Florida so I could start working on analyzing reptilian DNA. Trying to see if it could be manipulated enough to safely help eradicate human sicknesses and injuries. It was an idea that came to me while I was away. So... We bought a small place near a swamp. No one around for miles. Just us and our research. Billy wasn't born yet. I remember how quiet it was. After being overseas and seeing so much war first hand, it was like Heaven to me."

"... Then came Osborn. His company was testing a new weapon._ WAEFR_. Wide Area Explosive Fragmentation Round. It was an illegal test. Far as I know, SHIELD wasn't aware. Of course, they weren't the organization back then that they are nowadays. I was out in the swamp, setting free a few specimens that I had drawn samples from. I heard the noise. It sounded like a screech. Like something a monster would make in a horror movie. I couldn't move fast enough. It was coming right for me. I swung my body around to dodge, but it caught my right arm. And... Took it with it as it kept going."

That's awful. Peter couldn't believe it at first. All this time...

"How did he get away with it?" the student asked, a little bit of Spider-Man kicking in.

"He didn't," a bit of a surprising answer, "My wife and I threatened legal action, but Oscorp offered funding. They would aid in my research as long as I kept my silence. So, in the interest of my work, I kept my mouth shut. Which lead to the job I have now, here at Empire State University. Which also, begrudgingly, lead to somewhat of an off-again on-again partnership between Norman and I."

"The WAEFER malfunctioned. That's why it hit me, why it did what it did. I wanted much more than mere compensation and shut-up money, but... Martha talked me out of it. She said it was a blessing in disguise. And... That is that."

"You didn't have to tell me this," Peter said.

"Correct," Dr. Connors agreed, "But, you're a smart kid, Parker. Bright future and all. I'd hate to see that wasted on Oscorp someday."

Peter never intended to work for Oscorp, anyway. Not even before being bitten by the spider.

"Don't make the same mistake I did," Connors wanted to hit his point home, "Never be quiet, never sit down. Always stand up, Parker. Because... Once you sit... You'll never be able to stand again."

**:::Television News Broadcast:::**

"This is an Empire 1 News Now special report. This just in; Minutes ago, the new supervillain labeled the Vulture had kidnapped Harry Osborn. Of course, the son of Oscorp's CEO, Norman Osborn. This coming after last night's attempt on Norman Osborn's life. Police Captain George Stacy has assured everyone that they are feverishly working on the case, and that they are expecting to learn more very soon. Unlike the instance of Gwen Stacy being abducted, the feeling here is that it's for ransom. More on this breaking story as it develops. We now return you to your regularly scheduled programming already in progress."

**:::Somewhere in New York City:::**

The phrase... _Needle in a haystack_... Came to mind.

Spider-Man landed upon the corner of a building's ledge. Where to look next? Not to sound silly, but it was like trying to find Waldo. Somewhere out there, the Vulture was holding Harry hostage. In Peter's mind, he kept envisioning an ordeal reminiscent to what Gwen was forced to endure. Though, as stated, it was more than likely a boatload of cash that the Vulture was after, rather than revenge. Which begged the question... What was the Vulture's ultimate goal? Right now... It seemed to be nothing but getting as much money as possible, as well as taking out anyone who might pose a threat.

Spider-Sense buzzed in his head...

"There you are," the voice of Black Cat from behind, causing Spider-Man to look over his shoulder, "You're not nearly as hard to find as I thought you'd be."

His spider lenses thinned when he turned around, staring through the Black Cat, "Whatever you're thinking of doing... _Don't_. You're in enough trouble as it is, and anything else you do is just going to make your stay in prison that much longer."

"Prison?" she questioned curiously, "You plan on turning me in?"

Spider-Man nodded his head.

"I'm on your side," she declared.

"You tried to kill Norman Osborn. You've already killed over a dozen criminals."

"They deserved it!"

"No one deserves to die!"

The confrontation grew more tense as the two approached each other, fists clenched, "Exactly. But... Sometimes... People break the rules. And, when they do... It's up to me to break them."

"Why?" Spider-Man asked, keeping his voice deep and harsh to mask his true identity.

Momentarily, she looked away, strands of hair falling in front of her goggles, concealing sadness.

"What happened to you, Black Cat?"

"I don't owe anyone an explanation," her statement through a strong voice attempting to conceal pain, "Especially you. The only reason I'm here now is because I have a proposal."

Spider-Man listened closely.

"I know you're looking for Harry Osborn," she said, "And, obviously, Vulture is on my hit-list. So... I think we should team-up and help each other."

As tempting an offer as that was... "No. Once you see the Vulture, you're going to kill him."

"He's a murderer!" Black Cat shouted, voice cracking briefly.

"It doesn't matter," Spider-Man shouted back at her, "You can't go around shooting people just because you think they deserve it!"

"If they're bad guys, then why does it matter?"

_With Great Power Comes Great Responsibility_.

"If I start killing people or allowing someone to kill them, then I'm just as guilty. It's my responsibility to use my powers for good. Besides... If the good guys all start killing people left and right... When will it be enough? Where does it end?"

"I know where it ends," Black Cat stated grimly before leaping over the edge of the roof, "_When they're all dead_."

Peter could only sigh under his mask.

**:::An Abandoned Building:::**

_The Vulture's Nest_.

It was the top floor of a building ready to be demolished in a couple months. Which gave the Vulture just enough time to make it his hide-out for the time being. It was perfect. Bags of cash, among other fancy belongings. A few different pieces to add to his suit if need be including extra mini rockets. A little mini fridge, some clothes. He was all set. Everything he needed was right there.

Especially Harry Osborn, tied to a vertical support beam.

"You're an idiot," Harry spat, not even scared.

Vulture had his suit on, but his wings inside the flight pack and his helmet off, "No talking."

"Seriously... My father will get SHIELD involved and they'll frickin' storm this place. You know how SHIELD is, they'll bomb it if they have to. This dump is scheduled for demolition, anyway."

"I repeat; No talking," Blackie was getting a headache.

Harry could tell, too...

"Not to mention, Spider-Man will probably kick your ass," he couldn't believe it, but he actually wasn't worried at all. Why? Probably 'cause his best friend was the Amazing freakin' Spider-Man.

"News flash," Blackie piped up, "I kicked his ass!"

"So?" the young Osborn retorted, "I mean... One beat-down isn't going to stop a superhero. Didn't you ever read a comic book, dumb ass?"

Blackie rolled his eyes and ran both hands over his head. At this rate... His skull was going to explode.

"All beating down a superhero does is make them beat you down harder when they rally."

Blackie grabbed a gun and pointed it at Harry, right between the eyes, "Enough with the talking!"

Harry laughed, "Really? You're gonna shoot me? Gee, I wonder what'll happen to your ransom request then, loser?"

Damn it, the kid had him there. There had to be some way to shut him up, though? Oh, that's right...

_Pow!_

**:::Meanwhile:::**

Peter was surprised that SHIELD hadn't shown up, yet.

Anyway, it was getting darker. Which would make finding Harry infinitely more difficult. If only he knew where to look. But, there were no clues. Vulture had this all planned out... He moved in a way that made it practically impossible for him to be tracked unless you were able to keep pace with him at all times. Which... So far... Spider-Man was unable to do.

Where to look. Where to...

Oh no, Spider-Sense again... Where was she now?

Parker looked all around, but didn't see a single hair from Cat's pretty little head. So, why was his... Wow, what's with the rumbling all of a sudden?

Running right down the middle of the street, cars being flung out of the way upon impact, was what could only be described as a... Parker couldn't believe he was thinking this... _Rhino-Man._

_'Hmm... I wonder if he was bitten by a genetically enhanced rhinoceros?'_

Either way, Spider-Man jumped down to street level, landing on a parked bus. There seemed no stopping this new guy, but, thankfully, there were no more cars for him to bash. And, even more so, it appeared as though no one was critically hurt. And, just when Peter thought there was no stopping him... He stopped.

"Out of my way, bug," the Rhino-Man warned the hero, officially solidifying him as a villain, just in case the destruction through a busy New York City street wasn't enough to do so.

"No can do," Spider-Man replied simply, still on the roof of the bus, "_Rhino-Man_."

Rhino-Man shook his head, staring grimly, then approached the vehicle and slammed his hands into the metal, and picked it up with ease, "Just..." and threw it with Spider-Man still on top, "... _RHINO_!"

"Noted," Spider-Man had to stay with the bus to try and stop it from causing a mass explosion or crushing any of the people that had just luckily escaped. Think... Think... Think... Wow, he really threw this thing far... Got it!

While _surfboarding_ the bus, Spider-Man spun as many webs as he could, making them as thick and wide as possible, like a massive net. They extended from one building to another across the way. Hopefully his calculation was right on how far this thing would actually travel. Amazing just how strong Rhino was. Really... to throw a bus? Seriously... A freakin' bus?

Think about that, True Believers.

Bus landed in the net safely. Holy crap... It actually worked! Good thing, too. There were people underneath. It wouldn't hold forever, but at least when it did eventually drop, it wouldn't be that far of a fall and no one would be underneath. Now onto this Rhino fellow...

Spider-Man leaped off of the bus into pursuit...

Only to fall flat on his face on the pavement, New Yorkers staring at him in disbelief.

"Okay," he picked himself up, humiliated and stunned, "That hurt."

The reason he fell was because his webs didn't fire. What in the world? He tried again... And again... And again and again and again and... "What the hell!"

"What happened to your webs, dude?" random New Yorker.

"Did you run out?" another one.

"What good is having spider powers if you can't make webs?" and another.

Spider-Man spoke up for himself, shaking his wrists, "I didn't run out, and I can still make them!"

"Well then?" the second one, "Do it, man! Time's a wastin'!"

"This is a disaster area right now," Spidey reminded them, "It'd be smart to run for your lives."

"Might as well," the first one again, "It's not like you can swing us outta here."

"Oh my god," Spider-Man face-palmed himself, "Did you not see me stop that bus?"

"Yeah, yeah, let's go, people," thankfully, they finally got out of harm's way, making sure Spider-Man could still hear them, "It's time to save ourselves!"

Oh... Whatever. Run out of webs? How was that even possible? Was he losing his powers? Wow, he hadn't really considered before what he would do if these abilities wore off. Sure, he had thought of that before. But, hadn't truly pondered what he would do if they ever did. Could Spider-Man just leave? Like that? What about the Vulture and Rhino? What about Harry?

Well... He still felt strong and he definitely still had his agility and speed. Plus healing factor. He was able to cling to surfaces still, too. Not to mention... Spider-Sense... Which was alerting him to the fact that there was currently a Rhino-Man charging straight towards him, horn-first. And, he was wearing car doors like boxing gloves.

"It's never a fair fight with you guys," Spider-Man jumped out of the way, Rhino digging his heels into the pavement to stop himself. Wasn't easy, but he did it.

"You don't know me, but I know you, Spider-Man!" Rhino shouted, "If I let you live, you'll get in the way of my big score! 'N I ain't gonna let that happen!" he spun around, launching the car doors off his fists.

Spider-Man jumped on one and then off, then grabbed the other in mid-air, spinning from the momentum, and threw it right back from whence it came. Direct hit! Rhino was knocked back onto his... Well... Back. Then Spider-Man landed on all fours on the ground, safe and sound, but still suffering the loss of his webs. Seriously... What was up with that?

"Let me guess, you're thinking Osborn's shelling out a prize for getting his son back," Spider-Man figured.

He was wrong, "Hell no, who cares about that brat? I'm after the bounty for Vulture's head!"

A bounty for Vulture? Who put it out? Certainly wasn't Norman... Or was it?

The car door thrown back at Rhino had knocked him down, but that was about it. Maybe a little ding in that gray suit he wore, but nothing else. The new villain was back on his feet, looking to pound Spider-Man into crushed powder if the hero didn't think of a productive way to stop him.

Spider-Sense!

A lone bullet cut through the air, whizzing by Spider-Man and nicking Rhino's horn. By pure luck, he had happened to tilt his head at just the right moment. If he hadn't... He very well may have been stopped... For good.

_'Felicia!'_

Enraged, Rhino ran to the webbed bus and jumped up, ripping the net with his strength, causing the big vehicle to fall down with a thunderous and destructive crash. Luckily... No one was hurt. But, this put a kink in Spider-Man's confrontation with the rampaging new villain. Spider-Man leaped onto the side of the destroyed bus, catching only a mere glimpse of Rhino making his getaway.

Frustrated, Spider-Man punched the metal of the bus. He then looked over his shoulder, spotting Black Cat on a ledge with another souped-up sniper rifle in her hands. Again... Where was she getting these supplies, anyway?

"This is so not good," he muttered to himself, "Vulture has Harry, there's a Rhino-Man on the loose, Black Cat's on a path of destruction, and my webs are on the fritz. What else could possibly go wrong?"

_**:::::ZEROBEN'S AMAZING SPIDER-MAN:::::**_

_The ol' Parker luck, huh?  
><em>

_First off; The name change is merely so if I write a sequel, I can name it "Spectacular" or 'Web" something like that. It's still the same great taste with the same great ingredients. If you, ya know, consider them great, that is. Btw, sequel is going to be titled... "Ultimate" . So saying Spectacular and Web was pointless. But... Illustrates a point._

_Do you guys like the cover ideas? If I was an artist, I'd draw them. Sadly... I can't draw to save my life or yours. And, trust me, I've tried for years and years and years. To draw, I mean, not save your life.  
><em>

_I'm hoping that Rhino's little scenes here and there were enough build to make his appearance in this chapter work. I was going for that all along, but I'm not sure if it works as good as it could. I didn't mention what he looks like, but it basically is just his typical Rhino self. Also, brief note, the idea for the genetically enhanced Rhino line came from MarvelWriter03's Spider-Man reboot where Spidey asks if Scorpion was bitten by a radioactive scorpion. Really great story, by the way. I encourage you all to check it out. If you like Spidey reboots, you'll love his work. A lot of interesting ideas and approaches to the characters. L-Dog Z and Son of Whitebeard also have reboots, too. Haven't checked them out yet but I plan on it soon and you should too. If you haven't already, that is. _


	17. Tangled Webs Part IV

**Cover **The Black Cat with her back turned, head hanging forward, holding a gun, a caption reading... "Where Does It End?"

**ZeroBen's Amazing Spider-Man**

**"Tangled Webs" Part IV**

Webs were back.

All he could think of was that he temporarily ran out because of how much he had to use to catch the bus. It wasn't until the next morning, though, that they came back. A long time. Maybe... A little too long. At any rate, it was definitely something that he had to keep in mind. Maybe he could somehow figure out an alternative, in case it happened again.

For now, Peter was walking down his street with Mary Jane. School had just been let out for the weekend. Friday. It was typically the time of the week when students were letting their hair down and gearing up for a party. But, with everything happening recently, partying was the furthest thing from Peter's mind.

Not that he was the type to go out, anyway.

"What're you gonna do?" MJ wondered, walking alongside her friend. As much as she was worried about Harry, she was also concerned about Peter. And, with good reason.

"I don't know," Peter's honest answer, "I guess... Just keep checking random places that I think the Vulture might try to use as a safe house."

"Harry must be so scared," Mary Jane frowned, "I can't imagine."

"Yeah, I have... Who's that?" Peter's attention was stolen way as he noticed a fine limousine parked in front of his house. He tried to recall friends of his aunt and uncle that had enough money to cover the cost of the vehicle. None of them. This was someone else. But, who?

Then, as he stepped closer, his spider-sense began warning him of danger. That's when the identity of this mystery person came to Peter...

"I'll see you later," Peter said to Mary Jane before hurrying to his house. Yep, just as he suspected. The license plate was familiar. This pricey limousine belonged to none other than Norman Osborn.

How dare he? Showing up un-announced on Peter's door-step? What was his game? What was he up to, now?

Once he walked in, Peter found Norman sitting down with a glass of tea, speaking with both aunt May and uncle Ben.

"Mr. Osborn?" Peter played it cool, "What brings you here?"

"Hello, Peter," a formal greeting from the man in charge of Oscorp.

"Mr. Osborn came to see how you were doing," May explained.

Norman put up a hand, "Please, call me Norman."

"I'm doing fine," Peter shrugged, thinking of last night's troubles, "Did you hear anything more about Harry?"

"Sadly... No," Norman sighed, also playing it cool, "Though, I'm optimistic that we may hear something by the end of tonight."

Peter nodded.

"May, Ben," Norman turned to them, "Would it be all right if I had a word with your nephew alone?"

They agreed and left the room. Though, it seemed that Ben was a little apprehensive of doing so. Once they were both out of earshot...

"Why haven't you found my son yet, Peter?" Norman remained calm and collected, but it appeared that a more venomous personality was beginning to bubble underneath.

Peter was confused. Or... At least... Acted like he was.

"Don't play dumb," Norman said, finishing his tea, setting the cup down, "I want to know why Spider-Man hasn't found my son and why the Vulture is still enjoying freedom?"

"I don't know why you're asking me this," Peter's response, "I just take pictures of Spider-Man. I don't..."

Norman paid no mind, "Here's what I propose; You see, I have no intention of caving in to the demands of a lunatic. However, I do have the intention of securing my son's safety. So... Therefore... If Spider-Man does not rescue Harry, then I'm afraid I'll have no other option but to announce his true identity to the world."

There was no more denying it. No more trying to out-smart Norman Osborn. The man knew the truth and was one-hundred percent sure of it. Norman was definitely positive that Peter Parker and Spider-Man were one in the same. But... Peter also knew something secretive about Norman as well...

"It was your fault that Doctor Connors lost his right arm," a counter attack that nearly stunned his opponent into a stupor, "You were testing new weapons illegally. I bet..."

"You want to play ball, Parker?" the more sinister side began rising to the surface, "If that's the case... You're going to need some help because this is a game in which the odds are heavily in my favor."

Peter stood brave in the face of Norman Osborn.

"Find my son or your secret's out," Norman started walking to the door.

Peter stopped him momentarily with a solid statement, "Harry's going to be okay. But... Not because he's your son."

Norman hesitated.

"Because... He's my friend."

**:::Dr. Warren's Office:::**

"And why do you think that is?"

Gwen Stacy was uncomfortable. The whole thing really bugged her; Talking about feelings... Emotions... Things that she held no desire to admit to herself, let alone explain to a stranger. But, there was no denying that she was hurting. The Crime-Master ordeal had cut her deep and profoundly. And, like a little tick or parasite, it was still hiding in her skin.

"I-I don't know," she sniffled, eyes looking anywhere but to Dr. Warren, "Just... I feel like... If I go back... They'll all stare at me or pity me or... Basically... Treat me completely different."

"You want to be treated as you normally would," Dr. Warren deduced, "Well, that is a very common thing in instances like this one. The victim drastically wants to return to the life they feel they're not a part of anymore."

"My dad," Gwen sighed, "He acts like I'm... I don't know... Fragile. Like one wrong step and I'll break into pieces. I appreciate it, but I'm sick of it. It makes things ten times worse."

"What about your friends?" the psychiatrist asked, "Do they have any..."

"No friends," a quick answer.

"Oh," a touch awkward, "I see. Well... Okay, I think I know what may help you."

Gwen was hopeful of some miracle cure.

"I believe it would be best for you to return to school the week after next," he said, she simply scoffed and shook her head, "Now, I understand that's not what you want to hear. But, it will help you."

"Help me?" Gwen was fed up, "How is getting stared at and taunted going to help?"

"Gwen, listen," he said gently, "You need to get out of that house. _You're_ staring at yourself... _You're_ taunting and torturing yourself."

"I'm old enough to drop out," she stated.

"And also old enough to realize how poor of a decision that would be," he countered.

Gwen sighed. Maybe this man had the right idea. But, how could she walk into Midtown High School without falling to pieces? How was she supposed to go about her everyday routine with the weight of the world on her shoulders?

Dr. Warren tapped the end of his pencil to his chin before standing and walking over to his desk, opening a drawer, "I have something that may help take the edge off of the first week."

"Pills?"

"Pills," he answered, "But, don't worry, it's nothing dramatic. Simply a little something to help... _Nudge you along_."

Dr. Warren returned to Gwen, handing her an orange bottle with roughly a week's worth of pills inside, "Uhh..."

"Take one in the morning with breakfast," he instructed, "If you find they make you too sleepy, then just take one with dinner instead. If need be, I can adjust the dosage."

"They'll actually help?" Gwen was nervous.

"Yes, they should. But, like I said, we can adjust the dosage if need be. Whatever you're most comfortable with is the key here."

**:::Hammerhead's Hideout:::**

He didn't look like Alex O'Hirn. Nor did he feel or think like him. Now and forever, he was Rhino. A living, breathing, violent force of nature. His run-in with Spider-Man and the Black Cat was just a little hiccup. From this point forward, nothing was gonna stand in his way. Not superheroes, not supervillains, not the cops or anyone else.

No one!

"I don't work for you no more," Rhino stood tall and strong, speaking with both Hammerhead and his right-hand man, Jimmy Gaxton, "I'm strictly Kingpin now."

"Yeah," Hammerhead had a plan in mind, "But... Just curious... Considering what you did with a bus that night? I gotta ask... Why are you workin' for _anyone_?"

Rhino wasn't sure where this was going.

"Think about it, O'Hirn. I mean, really think about it. You're unstoppable in that suit. No one can take you down. Why concern yourself with being someone's stooge?"

"I'm no stooge!" Rhino roared.

"Okay, okay," Hammerhead put his hands up, palms open, "I'm curious, is all. Just... Curious."

"Why am I here?" Rhino wanted an answer, "I got a Vulture to take down. Time is money."

"I need help," plain and simple, "And, honestly, you're the only one I can ask. Marko's off doing whatever, and no one can find the Enforcers."

Rhino waited for a deeper explanation.

"Listen, the Vulture's a problem, okay? Spider-Man's a problem. But, they're not as big a problem as this hot little number; The Black Cat."

"The girl who shot me in the horn," Rhino said.

Jimmy stifled a laugh, then cleared his throat to try and cover it up.

"Yeah, her," Hammerhead said, ignoring Jimmy, "She's takin' everyone out. I already lost over half my guys, and I can't sign anyone new unless this bitch is taken care of."

"I don't know," Rhino was thinking it over, "You gonna make it worth my while, H?"

"How's two mil sound?" Hammerhead's offer.

"Sounds like... You got a deal."

**:::Somewhere in New York City:::**

Being part of the New York Police Department - especially now - you tend to see a lot of things you either never wanted to, or really wished you hadn't. And, what was currently staring detectives Jean Dewolff and Stan Carter in the face would definitely fall into that category.

"Jesus Christ," Jean gasped as she and her partner walked into a Bar, followed by a few others of New York's Finest.

"You ever see this much blood before?" Stan had to fight a gag reflex.

Jean Dewolff could only shake her head side to side.

"How many you guys count?" Carter asked the boys in blue.

"Twenty on the nose," one answered while another threw up.

"Hey, hey," Stan shouted, aggravated with what he saw, "Watch the crime scene, huh?"

"Why?" Dewolff wondered, "We know who did this."

Stan curved a brow.

"These are criminals... Either on the run now or convicted before," Jean explained, "This bar is a hotspot. Captain's been staking it out for a year now."

"Never told me," Stan felt a hint of jealousy.

"I only found out by mistake," she responded, "Anyway... _Black Cat_. We have to find her before anyone else dies."

"Really?" Carter raised an interesting thought, "I mean... She did do us a favor here."

"Don't be stupid," Dewolff turned away, "A killer's a killer."

The two of them were now outside, police officers sectioning off the area with yellow caution tape, "You put someone in jail, right? They either break out or they find some bullshit loophole to crawl through. Doing it this way - _Not saying I would_ - assures that they never hurt anyone ever again."

"It's not right, Stan."

"Doesn't have to be," he said, "What happened at the docks put drug shipping on hold and there's been less street crime ever since, too. It might not be right. But, it's working."

"And Spider-Man doesn't have anything to do with that?"

"True, but... If I'm a criminal, I'm more scared of crossing paths with a black cat than a spider. Especially when you know the spider won't bite you."

"Detectives," one of the patrolmen approached Dewolff and Carter, "I overheard what you were talking about, and I recognize one of the people in there."

"Yeah, we know, they're all convicts or on their way to being such."

"No, I know for a fact one of them wasn't," the man in explained, "Dan Ramos. He's a good guy. A family man. I don't know why he was there... But I know he'd never do anything bad."

Dewolff glanced to her partner, "Looks like someone was caught in the cross-hairs."

"Two bullet wounds," the cop mentioned, "He wasn't plucked by accident."

The two detectives looked at each other.

Meanwhile, across the way, within a shadow, the silhouette of a spider narrowing his lenses...

_'Felicia's out of control.'_

**:::Meanwhile:::**

The blood pooled slightly just before washing down the drain.

Felicia had cuts and scrapes, minor bruises here and there, a faint black eye. All war wounds. Her entire body hurt as she stepped out of the shower, a towel around her aching body. With a groan, she sat at the corner of her bed, watching in the dark as drops of water fell from her hair.

Tonight was unexpected. She had only planned on roughing a few losers up at that bar, not taking them all out. Honestly, she was surprised she even managed to do so. There were so many. But, she was faster and tougher. And now, New York City had twenty less criminals to fear.

Something felt wrong, though. She felt... Weird. Was this going too far? In the beginning, she only had the man who murdered her father in her sights. Not the entire criminal underworld. But, just as much as it felt wrong, it also felt good. What she was doing, despite how deadly and gory, was exactly what this world needed.

Maybe she had found her calling in life.

Then she heard the television playing downstairs. It caught her attention, so she quickly dressed and headed down, finding her mom watching it with her usual nightly glass of champagne. Felicia watched from the hall, the news was detailing her assault...

"At first, it was assumed that all the victims were criminals or ex-criminals. However, moments ago, the NYPD released the identity of one of the victims. Dan Ramos. A man who never once committed a crime and had been known to be an honest and hard-working family man."

Felicia gasped...

What had she done?

**:::New York City:::**

_'Honestly, I never knew it was possible to be this exhausted without falling asleep. But, here I am; Awake and alert... Still looking for Harry.'_

Spider-Man landed perfectly atop the corner of an abandoned building. What time was it? Felt like it couldn't be any earlier than at least 2am. Luckily, no school in the morning, so it didn't matter if he slept late. Of course, brushing off aunt May and uncle Ben with flimsy excuses as to why he was sleeping later lately was wearing a little thin.

Where was his friend? Where was Harry? Peter felt as if he had checked each and every single...

Spider-Sense!

"DAMN IT!" The Vulture soared into the sky overhead Spider-Man, "I should have known you'd find me more sooner than later!"

What? Oh... This building? Holy crap, he found Vulture! Wow... Talk about dumb luck, huh? But, Spidey would take the W, regardless.

"That's right," a bit of an ego boost to the ol' ego, at the risk of sounding redundant, "Ya should have, Bird-Brain. Hehehe, get it? Bird-Brain? You know... Because you're a..."

Mini rocket!

Spider-Man leaped into the air, easily dodging the rocket. Although... A sizable chunk of debris broke off the building and was falling fast to the street. Just one of the many pitfalls of battling an opponent in high places. Nonetheless, Peter easily spun a web, catching the piece of debris and tossing it to another rooftop where it landed safely.

Spider-Man fired another web-line, sticking it to the original building. He zipped over in an instant. There was Vulture... Hovering above, staring daggers through Spidey's bug-eyed lenses.

"I'm not gonna get anything done unless you're dead," Vulture concluded.

"Why so angry?" Spider-Man dodged another rocket, then one more, "Although, I suppose... If you weren't angry, you probably wouldn't be a supervillain, now would ya?"

"Don't you ever shut up?" Vulture snarled from behind his armor.

"Not voluntarily," Spider-Man shook his head, "Nope."

"You die!" Vulture dive-bombed straight for the hero with murderous intent.

Spider-Man already knew ahead of time what he would do. See, he knew that if he let Vulture get away again... Only more trouble would be caused. All the problems as of late seemed stemmed from this guy stealing the Oscorp technology. So...

Parker fired two lines of webbing, connecting to Vulture's body. He then snapped back, so that he could rocket himself toward Vulture. Perfect. Landed right on his back. Right above the flight-pack. He raised a hand high, ready to strike...

"Time to bring this back to Oscorp..."

"Ha," Vulture chuckled, catching Peter off-guard, "Pretty ironic, right? Retrieving something that was stolen from someone who stole it in the first place?"

"What?"

Vulture spun horizontally, and Parker ended up slipping off, falling through the air. The villain then let loose a burst of speed, going straight up into the atmosphere, and then far away. Out of sight.

"No," Parker landed with ease on a nearby rooftop. How stupid was he? Getting thrown by one stupid sentence? You had to bet that these things never happened to Iron Man or Thor. Especially Thor.

Then Spider-Man looked back over his shoulder to the building where this started. He had to check and see if Harry was somewhere inside. So, he quickly spun his webs and returned to it. Where to look first, though?

"Harry!" he shouted, swinging around the building, "Harry! Are you in there? Harry!"

Then came Harry's voice, "Pe... Uhhh... I mean, Spider-Man! I'm in here!"

Peter chuckled under his mask and dove through an already broken window. One floor above that, he found Harry Osborn tied to a chair.

"Dude, I knew you'd show up," Harry was definitely relieved, "Where's..."

"He's gone," Peter broke the shackles that had bound Harry, "I doubt he'll be coming back to this nest any time soon."

"My dad didn't wanna pay the ransom, huh?" Harry didn't know why it hurt him, considering it wasn't wholly unexpected.

Peter took off the mask, revealing a sweaty and tired face, "Sorry."

Harry shrugged, rubbing his wrists, "No worries. So... Anyway... Day officially saved?"

"Vulture got away," Peter sighed, running a hand through his messy hair, "Black Cat's still out there. Plus... There's a Rhino-Man now."

"Hero or..."

"Villain."

"Gotcha," Harry replied, "So, what, was he bitten by a genetically enhanced rh..."

"Nope."

Harry laughed a little, "Sorry, couldn't resist."

"Harry," Peter sat down, still fighting exhaustion, "This is gonna sound crazy; But... You're dad didn't steal the Vulture-technology, did he?"

Harry's unintentional pause gave Peter the answer he was looking for.

"Who did he steal it from?"

Harry took a deep breath, knowing what he was about to say wouldn't fare to well for his father, "He didn't steal the technology itself. Just... The idea."

"From who?" Peter pressed.

Harry hesitated again, but still answered, "Adrian Toomes."

"The older guy that was murdered?"

"Yep."

**:::The Next Day:::**

"Yes, New York, you are watching continued coverage of a tearful reunion between father and son. Very late last night - or early this morning - Harry Osborn returned home after being rescued by Spider-Man. The young Osborn claims that Spider-Man had saved him after battling with the Vulture. Regrettably, the Vulture is still at large. But, at least, Norman Osborn can now rest safely, knowing his son is back home."

The Kingpin clicked off the flat-screen television. This turn of events was a setback, though it wasn't entirely unexpected. Still, the big man was hopeful that Harry Osborn would have remained within the Vulture's clutches for at least a few more days.

"I must admit; I don't receive failure well, Mr. Drago."

Indeed, there was Blackie Drago, minus his Vulture technology and armor. In his normal look, it was easy for him to go anywhere he pleased. He may have not been the most savory or wholesome individual, but he appeared harmless. This was how he moved freely through New York when he needed to.

"If it wasn't for the god damn Spider, everything would be perfect," Drago grumbled.

"Obviously," Kingpin replied.

Drago sighed, crossing his arms, stressed out to the max, "I have enough stashed away, I say we call it a win and drop out before..."

"Out of the question," Kingpin responded, "I didn't hire you for this situation, to merely give up halfway through. No, Drago, you are in this for the long haul."

"The hell I am," Drago turned on his heels, ready to leave this office, "Later, Fisk. Vulture's gonna fly alone from now on."

"I wonder how everyone would react to discovering the true identity of the Vulture?"

Drago stopped dead.

"It would be no more difficult than dialing the appropriate number."

Kingpin had Drago right by the you know what, and there wasn't a damn thing that Blackie could do about it.

"Remember, Mr. Drago," Kingpin explained in that intimidating yet cool voice, "If not for me, you wouldn't have even known the truth about Project: Vulture. You would have never found out about Adrian Toomes looking for help in retrieving his invention. You would have never known about Walter Hardy. You would have never secured the technology or become the supervillain, Vulture."

"In short; If not for me and my resources, you would be nothing."

Blackie balled his fists, fighting the urge to act out and try for a punch on Kingpin. Just one shot. Just one jab right to that fat frickin' head. Just one.

"Now, it has come to my attention that another supervillain associate of mine, is currently on the hunt for a particular feline. One that you know very well... Whether you realize it or not. I want you to prove your worth to me. I want you to join forces with Rhino."

"Rhino?" Drago was caught by surprise.

From a back door, in walked Rhino, "Yeah... A Rhino."

**:::Parker Household:::**

Aunt May and uncle Ben were out shopping for new clothes for him to wear to his new job, which would be starting soon. This gave Peter an afternoon to himself. He was in need of some rest, but he just couldn't. Not now. Last night was a big step forward, but there was still a Vulture, a Rhino, and a Black Cat out there.

Felicia...

Peter looked at the cell phone in his hand as he sat comfortably on the living room ceiling. Did he want to call her? Reach out to her? If so, would she even bother to heed any of his advice? He couldn't risk talking too much about her Black Cat persona. The wrong choice of words and she would realize that Peter Parker and Spider-Man were both one in the same.

No time like the present...

"Hello?"

"Felicia?"

"No, this is her mother."

"Oh," little odd that her mom answered the cell phone, but whatever, "Is Felicia there?"

"May I ask who's calling?"

"Umm... Peter Parker? I'm a friend of hers from school."

"Ah. Well... I'm sorry, Peter, but she's out. She took off early this morning without telling me where she went."

Uh-oh.

Peter kept himself from showing too much interest, "Oh, okay. Could you just let her know I called, then?"

"Yes."

"Thanks," a bit of an abrupt end, "Bye."

Oh no, oh no, oh no. This wasn't good at all. Last night, Black Cat was implicated in a huge murder scene consisting of mostly known criminals. However, one of them was identified as being an innocent civilian. Then this morning... Another two. Why they were there wasn't known, but the fact of the matter remained the same...

The Black Cat murdered three innocent people last night.

Peter easily dropped to the floor, tucking his phone into his pocket. It was time for him to jump into his Spider-Man gear and find Black Cat before anyone else did. He was on his way up the stairs when the doorbell rang...

Ugh, not now...

Peter answered the door, finding Mary Jane on the other side, book in hand, cheerful smile, "Hi, Peter."

"MJ," Peter greeted, trying not to show that this was major league bad timing, "What's up?"

Mary Jane walked in casually, holding up her book, "Trying to memorize these lines. Mr. Beck wants to see if we even have any business being in his class. We have to memorize six scenes by Monday. And, if we don't? Then... _We don't have any business even being in his class_. His words."

Peter nodded.

"So," she sighed somewhat, "I was wondering if you could maybe help me out?"

He wanted to. He really did. But... Black Cat. Vulture. Rhino.

"I'm sorry, MJ," he rubbed the back of his head, feeling like a bum, "But... I was just on my way out."

MJ was disappointed, though she tried to disguise it, "Spidey patrol?"

He nodded his head, "Spidey patrol."

"Well..." MJ said, punching Peter's shoulder playfully, "Go get 'em, Tiger."

Peter half-smiled, "You don't mind?"

"Mind?" she repeated, laughing, "Peter, you're Spider-Man. Go!"

**:::Meanwhile:::**

Last night was a mistake.

A mistake that she needed to shake off. In any war, there was bound to be collateral damage. It was just the way it was. If those people were so innocent, why were they socializing with known criminals, anyway? In fact, they were probably up to something.

In full uniform, the Black Cat was stationed with a sniper rifle in what she considered to be a very strategic spot. She knew for a fact that the Vulture typically flew by here. This time, when he did, it would be lights out.

Spider-Man's words echoed inside of Cat's head. They troubled her, they plagued her thoughts. She had to figure out how to block them, though. This mission she chose for herself had to be seen through to the end. She couldn't let anyone stand in her way, not even a superhero like Spider-Man.

"You're doing well for yourself, Felicia."

Black Cat didn't bother to look away from her scope, knowing the voice belonged to... _Tombstone_.

"Last night was a mistake," she admitted.

"Not from where I stand," Tombstone replied, "Everyone's afraid of the Black Cat now, even innocent civilians. That's power, Felicia. The kind of power that mere men can only dream of. The kind of power that can truly change a city."

"I'm not turning into an assassin," she answered, knowing what he was hinting at, "I've decided that once Vulture's gone... I'm quitting."

Tombstone chuckled, and it soon turned into laughter. This was enough to make Black Cat turn away from the scope on her rifle. She eyed him curiously...

"There's no quitting," Tombstone reminded her, "There wasn't with your father, and there isn't with you," he dropped a briefcase filled with money to the floor by where she was sitting.

Cat decided on a counter attack, "You should want me to quit. Considering that you're on my list."

Tombstone casually stepped back and opened his arms, "Be my guest."

Black Cat called his bluff, pulling out a sidearm, ready to fire. Should she, though? No, screw it, she'd be doing the world a favor...

_BANG!_

Nothing.

It wasn't a bluff.

The bullet fell to the floor like it had hit some kind of impenetrable wall. Felicia was shocked, staring in awe.

Tombstone, straightened his suit and made a calm and casual exit, "As I said; There is no quitting. Have a nice day, Felicia."

_**:::::ZEROBEN'S AMAZING SPIDER-MAN:::::**_

_A LOT happened here. A lot of swerving, too._

_We learn that Drago and Kingpin have been working together the whole time. We also find out who's been helping out the Black Cat. And, also, Anonymous Rex hit it right on the head... The only reason Peter ran out of webs was from the bus incident._


	18. Tangled Webs Part V

_Don't forget, full italic scenes are flashbacks._**  
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**Cover **Spider-Man, Black Cat, Vulture and Rhino all crashing into each other.

**ZEROBEN'S AMAZING SPIDER-MAN**

**"Tangled Webs" Part V**

_The Wake for Walter Hardy._

_Well... Not exactly. It hadn't started yet. Roughly, another hour before it did. Felicia sat alone in the funeral, quiet and drowning in her thoughts. There was just so much chaos running through her mind. So much pain in her heart, burning with hatred and disgust. Sadness coating it all.  
><em>

_Then she was approached by a man with almost chalk-white skin, wearing a very fine black suit. Before saying anything, he opened with a kind gesture. A single rose, given to Felicia._

_Slowly, she accepted it, assuming this was one of her father's associates from his work, "Thank you."_

_"I knew your father," he revealed quietly, hands put into his pockets, "He was a great man. Always bragged about his beautiful daughter, Felicia."_

_She wasn't in the mood to talk, but politely let the man say whatever it was he wanted to. After all, these things were for saying goodbye and getting closure, right?  
><em>

_The man boldly took a seat next to Felicia, his voice going very quiet, "Please excuse my being so forward, but... I wonder... How well did you know your father's work?"_

_Call it instinct or what have you, but Felicia could instantly tell what he was hinting at. She saw no obvious harm in answering, so she did so, albeit a bit cautiously, "I know that he did something that I never knew about until a few nights ago."_

_The man nodded his head, "I'm sure... You have questions."_

_She listened._

_"Luckily for you," he said, "I have... Answers."_

**:::Osborn Estate:::**

Norman Osborn had a lot to think about. A lot to absorb and sort through.

The Genetically Enhanced Spiders. One of them biting Peter Parker and granting him spider-like abilities. Van Adder being bit by one and transforming into a goblin creature. The Vulture technology being stolen right out from under his nose. An attempt made on his life, needing to deal with the Kingpin, his son being abducted...

So much... So much... Too much!

Norman slammed both fists down upon his desk in his personal study. A frame photograph of he, his ex wife, and Harry, falling over and cracking in the process. The crack in the glass went right down the center of Norman's face in the picture.

Deep breaths, calm down. No good would come of getting all worked up. Norman sat back in his chair, running both hands over his face and sighing. Look at the mess he was becoming. Ever since that damned spider escaped, it seemed his life was sliding down a slow decline. He needed to regain his footing, regain a proper balance.

But, how?

Norman was stolen from his proverbial maze of thoughts by the appearance of his son in the doorway...

"I have to ask you something," Harry marched into the room, appearing as though he wasn't quite certain if he really wanted to or not, "And, no matter what, I want the truth."

What was the boy prattling on about now?

"Why didn't you pay the ransom?" Harry asked, fearing the true answer, though in his heart, already knowing what it was, "Honestly... It wouldn't have been anything more than a little drop in the bucket."

"Look at me, Harry. I'm Norman Osborn, Head of Oscorp. I can't give in to the demands of a lunatic."

Harry chuckled sarcastically, "Even if it costs you your son?"

Norman immediately disregarded that reply, "He wasn't going to kill you. He wanted money, nothing more or less."

Harry was fed up with his father, "It's all corporate bullshit and saving face with you. To you; Your image is more important than anything else."

"Harry," Norman was not in the mood, "Now is not the time to air childish grievances."

"I'm sixteen, dad," Harry didn't relent, "Stop talking to me like I'm a god damn little kid. I'm not."

"All right," Norman stood up from his seat, though he remained behind the desk, "Fair enough, I'll treat you like the adult you believe you are. Starting with... You damn well better show me the respect I deserve!"

"You don't _deserve_ anything," Harry responded, letting it all fly, "You don't care about me, just like you never cared about mom."

"Do not..."

"Oscorp is your baby. I get that you want it to succeed. I get that it's important. But, the problem is... It's the most important thing in your life. Nothing else even comes close. And, honestly, I'm sick of it. I'm sick of showing up at stupid benefits, just to make you look like father of the year, when you're not even close. I'm so sick of photo ops, fluff articles, and lying."

"You wanna be a man? All right, here's the truth, Harry; It isn't easy for me, either. Far from it. You think I want to parade a failure like you around? You think I enjoy doing that day in and day out?"

Failure? He was a failure to his own father? Was that the honest truth?

"You think I don't know about the low grades? Huh? The constant calls from your teachers on your behavior... Hearing from Doctor Connors about how you have no business being with him and Peter because you never even pay attention. How about the lack of enthusiasm you show for Oscorp? The lack of enthusiasm you show for anything other than your silly video games and that Elizabeth Allan."

"Don't say anything about her," Harry warned.

Norman chuckled through a breath, amused, "Look at you, defending her honor. You're not her boyfriend, Harry. Never will be, either. Not unless you grow a pair of..."

"Shut up!" Harry barked, having heard enough, "This isn't normal. The way you talk to me, the way you treat me... The way you've raised me. I'm done with it, dad! I'm done with you. Screw it, I'm moving out."

"Harry," Norman called as his son left the study, "Harry!"

Damn it! Norman flipped over the desk, finding a shred of satisfaction in the loud crash it made as it hit the floor. What the hell just happened? Within the blink of an eye, his son was prepared to leave home. If the media caught wind of this, they would have a field day. But, you know what? Let them have their fun. Let them enjoy their field day.

Norman picked up his cell phone, dialing accordingly while pacing the floor...

"Yes," he said, "Please put me through to Dr. Warren. Tell him... It's urgent."

**:::New York City:::**

_"Everything you'll need."_

_Felicia Hardy stared in awe at the armory before her. All sorts of guns, gear and other high-tech gadgetry. It made the secret room she found that belonged to her father appear to be nothing more than a cramped little closet._

_"Your father - may his soul rest in peace - never liked using offensive weapons. No guns, tasers, knives, etc.. A point of conflict between he and I for years. And, regrettably, something that ultimately cost him his life."_

_Felicia's mind felt as though it were racing._

_"I wish I knew who murdered your father. Trust that I am as angry as you. However, I do know someone who may be privy."_

_Grimly, Felicia turned her head to Tombstone._

_"An underworld crime lord," he explained, "He goes by the name of Hammerhead. He is supposed to oversee a shipment I have coming in at the Flaherty Docks. That will be happening two nights from now."_

_"This is crazy," Felicia was having second thoughts, "I can't..."_

_"You can," Tombstone assured her, "And, Felicia, what's truly crazy is all the men Hammerhead has working for him are killers, evil men who have committed evil deeds. Men, that by all rights, deserve to die... Just like the man who stole your father away from you."_

_"You have evil men working for you, too."_

_"Not evil," he corrected her, "Tactical, dedicated, loyal men. They're smart, they're strong, and they're very capable. But, they don't have what you have."_

_And that was..._

_"Motivation."_

The sun would be setting soon.

Black Cat remained in the same spot that she was in when Tombstone approached her. She felt conflicted, scarred, and kind of like she was bleeding. What began as a simple thirst for revenge had evolved into a desire that could never be satisfied. And, to add to the chaos, she was in league with the very thing she was destroying brick by brick.

Tombstone.

She sighed with tears threatening to spill as she remembered how strongly opposed to guns her father was. He hated weapons. He hated war, fighting, anything like that. Despite his profession as a cat burglar, he was a man of high morals. Especially in his later years.

Doing what she was... More likely than not... Her father was ashamed of her.

But, that didn't matter. Despite the pain and bleeding, this was the path Felicia had chosen for herself, and she would continue walking it until the end. Whether that meant reaching her destination victoriously, or collapsing upon the ground she walked. At least then... She'd be able to see her father again.

Suddenly, a sharp whistling cut through the air, somewhere behind her location. The next second, there was an explosion in the room she was in, followed by an eruption of fire. Her sniper rifle was blown through the window, as she was nearly as well.

The Black Cat was certainly shook up, laying on the floor, coughing, hurting. The blast had rocked her down to her very core, but she was okay. Through the smoke and the newly blown out wall on the opposite side, she could see the Vulture. No doubt, smiling underneath that helmet of his.

"I killed your father," he revealed the truth, "And now..." then unleashed another mini rocket, "I'm gonna kill you!"

Black Cat rolled just in the nick of time, her body being thrown toward Vulture in a heap as the back wall was blown away as well. She tried picking herself up, but she dropped to a knee, catching her breath, trying to see through the smoke and flames. That's when her opponent landed in the room, letting his wings collapse into the tech on his back. Sometimes... You just had to get things done with your own damn two hands...

"You shoulda stayed after me," he landed a jab right across her jaw, knocking her back, "But, you got distracted playin' vigilante, huh?" then stomped her, "Stupid little girl."

"Once you're done with," he kept talking, grabbing her by her long hair and dragging her over to the edge, "I can finally deal with Spider-Man. Time to fly, Kitty Cat!"

He went to throw her from her hair, off the edge, to the streets, but all he was left with was a wig that had ripped off her head. Shock took over for a moment, and when he turned back around, he was met with a surprise sidekick, knocking him off the edge, falling through the air. Although, he was able to regain his bearings and extend his wings.

No long wig to help conceal her true identity. By this point, goggles were useless, too. And, the only things she had left were a knife, a .45 and a grappling hook. Fine... Good enough...

The Black Cat put caution away and leaped out of the burning building, firing her grappling hook, to safely reach the streets far below. The Vulture was hovering above, just like his namesake. He wasn't striking, though. So... What was he waiting for?

A faint rumbling began, then intensified. The Black Cat turned around to find Rhino charging toward her, building more and more momentum with every step. She took out her gun and aimed, but was then forced to dive out of the way when Vulture attacked from behind. How the hell was she supposed to take care of both of them at once? They weren't like the men in the bar last night. The men...

The three innocent...

Guns are bad...

Her father...

"GOTCHA!" Rhino laid in with a devastating punch, flinging the Black Cat up into the air, and almost through a car windshield, back-first.

Everything hurt. Her entire body. She could barely move, sprawled out on a broken windshield, the sun setting in more ways than one. Vulture was hovering again, and Rhino was slowly walking toward her, ready to lay a deadly beating. How... How did they know where she was? How did they know where to look? How...

Everything was turning fuzzy. She had a concussion and god knows what else. Her eyelids were heavy, silence took over. She suddenly felt like she were underwater, hearing muffled sounds from above the water. It was all clouded... Far away... Too... Far...

"SPIDER-MAN!"

At just the right moment, Spider-Man landed on the roof of the car Black Cat was currently sprawled out on. A couple seconds later and it may have been lights out... _Permanently_.

"How's this for an idea?" Parker proposed from behind the mask, to the villains, "We end this... _Here and now_!"

"Fine by me!" Vulture shouted from high above, unleashing yet another mini rocket, targeting the car.

Spider-Man acted quicker than he had ever before. He picked up Felicia's prone body, and leaped away with no time to spare, the vehicle exploding behind him.

"Damn it," Vulture cursed to himself, "I only have one more. Better make it count."

"My turn," Rhino charged Spider-Man, but all he ended up with for his efforts was running over a lamp post.

"I'd call it a strike," Spider-Man commented, spinning his webs, still holding onto Black Cat, "But, there was only one pin in play, so..."

"Speaking of strikes," Rhino picked up the broke post and launched it into a spiral, targeted directly for Spider-Man and Black Cat. Although... It missed, thank to some nifty moves from your Friendly Neighborhood Spider-Man.

_'I have to take them out now,' _Spider-Man thought to himself, searching desperately for a safe place to keep Felicia, all the while dodging numerous attacks from his enemies, which included Vulture's last rocket, _'They're dead set on taking out Felicia. I have to make the most of this opportunity.'_

Spider-Man safely landed on the sidewalk, Rhino charging him once again. Quickly, Spidey grabbed a mailbox and threw it much like Rhino threw the post, though with a little less force and rhino-like strength.

Bulls-eye!

The mailbox hit Rhino directly in the face, knocking him out of the equation. At least... For the time being.

Vulture dove in for yet another attack. Wow... These guys weren't all that creative, were they? It was all rush rush rush with them. Peter didn't have anything to throw, so instead, he dove behind a car, taking away Vulture's clear shot. It was also where he left Felicia for the moment. He couldn't keep fighting with her in his arms.

Rush rush rush...

Idea time!

Spider-Man made it seem as though he had lost track of his winged nemesis. This gave Vulture a sense of false security. With Spider-Man's back turned, Vulture soared at him, traveling at top speed, ready to break that bastard's back. Peter waited and waited. Just the right moment... Right split-second. Spider-Sense ringing off the hook, wait for it... Wait for it...

Now!

Spider-Man back-flipped into the air with absolute perfect form just as Vulture reached him, causing the villain to keep right on going while the hero spun two strong webs, attaching them to Vulture's back. Not a second following, the Amazing Spider-Man was on Vulture's back, raising a fist up...

"What do you call a bird with no wings?"

"Don't you dare!"

"Really, what do you?"

Spider-Man drove his fist into the flight pack, feeling a small surge of electricity run through his arm as he and Vulture crashed into the street. Vulture's helmet was cracked in half, armor damaged in various areas. Spider-Man took the chance to rip off the villain's helmet, revealing the face of an unconscious Blackie Drago.

Police Helicopters and cruisers arrived on the scene, followed by an ambulance. It seemed that no civilians were hurt in the ruckus, but you could never be too careful.

Spider-Man shook out his hand, finding bloody knuckles and a mostly gone glove. The spinneret in his wrist was exposed and not at all pretty when it was bleeding a little.

Spider-Sense!

No time to think, just act! Spider-Man grabbed the Vulture and jumped onto the sidewalk, out of the way of a Volvo that had been thrown by a recently awakened Rhino-Man. Aw great, just when he thought this situation was over and done with.

"Everything's a damn mess," Rhino muttered, shaking the cobwebs loose, "But, I ain't walkin' away until I squash you, Bug!"

"Really?" Spider-Man wondered, "Really, Rhino? Do I have to explain the whole... Spiders Aren't Insects, They're Arachnids?"

"Whatever the hell you are," Rhino charged, "I'm still gonna squash you!"

Spider-Man attempted to jump out of the way, only to have a revived Vulture grabbed his ankle, preventing him from doing so. Which, in turn, resulted in the web-slinger being tackled through the large front glass windows of an old antiques store. Yeah... So much for the priceless antiques, right?

"Okay," Spider-Man now tried to break out of a bear hug while in the store, "That's just plain unfair. What is this... The WWE?"

Rhino was squeezing the life out of Spider-Man, no police daring to approach the scene, and the owner of the store cowering behind the cashier counter, praying he'd be spared. Spider-Man tried and tried, but being tackled through the front of a store had taken a lot out of him. Couple that with crashing to the pavement on the back of a speeding Vulture, and you had a recipe for not being able to escape Rhino's clutches.

"New York City belongs to Kingpin," Rhino said, still squeezing, "There's no room for heroes here!"

"Wrong," a female voice from outside, belong to one Felicia Hardy, "There's plenty of room."

_BANG!_

In the foot! That bitch shot him in the foot! What the hell? It was just enough of a distraction to allow Spider-Man the chance to squirm out of Rhino's grasp. Give him some breathing room, a moment to get some oxygen back inside of his lungs. With his injured hand, Spider-Man punched Rhino right in the bridge of the nose, then again and again and again. To the point where Peter heard his own bones crack. Then he rose up with a knee, followed by a spinning kick in the same movement.

Rhino fell backward, faced bruised and bleeding, seeing stars and chirping birdies circling his head.

Spider-Man, exhausted, dropped to a knee, still in the midst of catching his breath. If it wasn't for Felicia, he would have been crushed. Literally. He painfully picked himself up, still favoring his hand, expecting to see Felicia standing there. But, it wasn't her. It was NYPD Captain Stacy.

"You did it again," Captain Stacy said, "Another crisis averted."

Spider-Man limped out of the wrecked store, holding his ribs with his other arm, "All in a day's work, right? Wait, where's Vulture and..."

"Captain Stacy!" one of the officers ran up in a panic, "The Black Cat jumped me and stole my car, with Vulture in the back."

Before Captain Stacy could even think of an answer, Spider-Man was back to swinging webs.

**:::Meanwhile:::**

The NYPD squad car came to a screeching stop, hitting aluminum trash cans, knocking them over in the process. Moments later, Felicia Hardy, wearing a war-torn Black Cat costume, exited the vehicle, weaker than ever. She limped to the back door and opened it. There was a badly bloody and beaten Blackie Drago. Sad but true, his suffering had only begun...

"AAAHH!" he screamed in pain as Felicia summoned her last remaining strength to drag him out into the middle of the alleyway and drop him to the concrete, begging and crying.

She prepared her weapon, making it ready to pull at less than a moment's notice. She stood tall over the one that started her on this path. The man who murdered her father. In fact... It was in this same exact spot where her father's corpse was found.

"Catalyst," Felicia said grimly, barely able to stand, pain flowing thick through her veins, but the determination to end this mission, supplying her the strength to keep going.

"Just do it!" Vulture shouted through pain.

"Don't worry," she assured him, "I will."

Every inch of his body hurt. Honestly, the same could be said for the female, as well.

"You're the catalyst," she said, "You started everything. Criminals - like you - are dead all over New York because of what you did."

Vulture spit a wad of blood, "Screw you!"

"You killed my father," the tears started to spill, "You ruined my life!"

"He ruined your life," even just talking hurt, but what the hell, he was gonna die anyway, "If he wasn't who he was... None of this would of happened. You dumb bitch, it's his fault!"

Time for the nail in the coffin...

Felicia aimed the weapon right in-between Vulture's swollen eyelids. This was it... The moment she had been waiting for...

A sudden line of webbing stole the gun right out of her hands. She looked up to find Spider-Man with some kind of web backpack holding what looked to be the busted Vulture technology.

"Give it back!" Felicia shouted painfully.

"It's over," Spider-Man stuck the weapon far out of Felicia's reach and then jumped down.

"No, it's not!" she spat, the tears flowing faster, "He has to die. He needs to die!"

By this point, Vulture fainted. Then, Spider-Man stepped in-between the villain and the vigilante.

"You have no right to do this," she said.

"I can't let you kill him. Just like I couldn't let you kill Norman Osborn. And, if I was able to, I would have stopped you at the docks and the bar. Look, you're out of control."

"Look at me," she extended her arms, throwing attention to her wounded body and gear, especially the rat's nest her hair looked like, "Don't you think I already know that?"

"Killing everyone isn't the answer," he reminded her, "It's over, it's done. Let's get you somewhere so you can get fixed up."

"No," she denied him that, "It isn't over yet. I'm not letting him out of my sight until he's dead."

"Cat," Spider-Man brought his hands to her shoulders, "It's over."

Felicia shook her head, "He killed my father! And, my mother might as well be dead without him! Vulture ruined my life! He needs to die for what he did!"

Spider-Man disagreed, "I get that you're upset and you're hurting. I've been there. But... Killing him won't make it go away. All it'll accomplish is you realizing that just killing him isn't enough."

"Screw you," Felicia muttered, hurting in more different ways than she could imagine. She then began backing away.

"You need help."

"Leave me alone!" she shouted, limping to the police car and getting inside.

Spider-Man hopped up onto the hood of the vehicle, staring at the broken girl through the windshield, "I can't just let you go."

"Make a decision," she started the engine, "Try to stop me or make sure that killer doesn't get ran over."

"Cat..."

She started revving it.

"Shit!" Spider-Man cursed, then quickly jumped over to Vulture and dove with him out of the way with not a second to spare. And then, just like that, Black Cat had made her escape.

"Ugh... Uhhh... Where... What's going on?" Vulture was starting to stir.

"Shut up!" Spider-Man decked him right back into the land of the sleeping.

Harry was back home. Rhino was in custody, and the Vulture was still alive. The only thing wrong was the fact that Black Cat made an escape and her thirst for revenge was still strong. The only thing Spider-Man could hope for was that she'd be able to ignore it.

Holy crap...

What a day.

**:::Osborn Estate:::**

Night had fallen.

He didn't want to go to bed. He wasn't sure exactly why, but knew he didn't want to. Therefore, he decided on retiring to his study for the night. A bottle of his favorite drink, a few candles, the comfort of his chair and absolute silence under the blanket of night. That's what Norman wanted right now. Absolute solitude and silence.

He entered the study, closing and locking the door behind him. Instantly, he felt a cool chill from a surprising breeze through an open window... What in the world? Which one of those overpaid workers left his...

A loud crash in the middle of the floor startled him to the point he stopped breathing for a brief moment or two. Once he collected himself, he found the demolished Vulture technology laying right there on the carpet. He then slowly looked up, and there was Spider-Man in a ripped and torn costume, hanging upside-down from the ceiling.

"Figured I'd..." he released and landed with ease on the floor, face to face with Norman, "Drop in."

"I won't hesitate to alert the authorities. Even SHIELD, if I have to."

"That's actually why I'm here," he was still a little banged up, but had healed some, "I'm not going to play games with you."

Then in one quick motion, he took off his mask, once and for all showing Norman that Spider-Man and Peter Parker were the same person...

"Yeah, I'm Spider-Man," he stated, "But, nothing can change that. Just like nothing can change the fact that I'm never going to stop trying to make the world a better place. Like I'm never going to stop doing the best I can to help people. You wanna hold my secret over my head? I'm here to tell you that I don't care. You wanna tell people? Go ahead. It won't change anything. I'll still help them, I'll still save them... From people like you."

A lot to digest all at once, "I see."

After a very intense stare-down, Peter pulled his mask back over his head, and hopped once over to the open window, ready to swing away. But, Norman had one thing to say before he left...

"You saved my son's life. So, for better or worse, your secret is safe with me."

**:::Monday Morning:::**

Peter Parker was happy Monday had finally arrived. But, not for his usual simply wanting to go to school or going to Empire State University after. This time, it was because he was hoping that Felicia would be there. What exactly would he say? Would he even approach her? He wasn't sure of the answers to these personal questions. But, he did know, he wanted to see her to make sure she was okay.

Following a couple classes, Peter still saw no sign of her. He asked Mary Jane and Liz, and they hadn't seen her, either. Neither did Harry or Randy, or even Bobby and Johnny. There was one person that would know for sure, but Peter worried that it might have been a mistake to ask him such a question. Still, he felt he needed to know for sure...

"Eddie," Peter walked up to Eddie as the bigger boy fiddled with his locker.

"What the hell do you want?" typical Eddie Brock attitude.

Peter pulled at the straps of his backpack, "Have you seen Felicia?"

Anger appeared on Eddie's face, pure and fiery, "Is that supposed to be a joke, Parker? 'Cause I ain't laughin'."

"No," okay, weird, "I just haven't..."

Eddie calmed down, sighing, "Whatever, I'll cut you some slack this once. Look... She split. She told me goodbye and then she left with a bus ticket to who knows where. Her mom doesn't even know where she went."

Gone?

Just like that?

Peter didn't know what else to say, and found himself somewhat frozen as Eddie headed down the hallway, mingling in with the rest of the student body. Peter needed a couple seconds, so he sat down in the hall, back against the lockers, eyes lost.

Moments later, there was his best friend, Harry Osborn, sitting down next to him, the halls now empty due to classes starting, "You okay, buddy?"

"I'm good," he assured his friend, though that stare remained, "Just... Feel like... I didn't save the day."

Harry chuckled through a breath, finding that little statement to be preposterous, "Seriously?"

"Yeah," he responded, voice quiet, "Seriously."

_**:::::ZEROBEN'S AMAZING SPIDER-MAN:::::**_

_Tangled Webs has come to a close. A few trouble spots here and there for the arc, but I feel I did good overall._

_As always, thanks for the overwhelming support this little project has gotten itself. It's very appreciated, I'm grateful to anyone who takes the time to read and enjoy this. It's truly starting to turn into something special. And, true believers, we're not even a quarter of the way though yet._

_18 down. 82 to go._


	19. This Changes Everything

**Cover -**All black with bold white lettering that reads "This Changes Everything"**  
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**ZeroBen's Amazing Spider-Man**

**"This Changes Everything"**

Midtown High School.

Apparently, there was change in the air. Due to being scared out of his wits with such characters as Vulture, Rhino, and even the Ringer, Principal Andrew Davis had resigned. His words; He was moving to Iowa where nothing happens, and there wasn't crap anyone could say to stop him. This left Midtown High School without a leader. Or so, everyone thought...

Courtesy of a school assembly in the auditorium, the students of Midtown High School were introduced to...

"Principal Todd Romita," the Vice-Principal announced, the new Principal walking up to the stage and standing behind the microphone.

Unbeknownst to the student population, as well as the faculty, Todd Romita was not this man's real name or identity. He was actually SHIELD Agent, Phil Coulson. He had been instructed by SHIELD Director Nick Fury to go undercover in New York City. While doing so, Agent Coulson discovered that Peter Parker typically took photographs of Spider-Man in action. Working from this lead, Coulson thought it best to become principal, in order to keep a close eye on Peter, as well as Harry. SHIELD was also keeping tabs on Oscorp as well. Not to mention, Felicia Hardy had been outed as the Black Cat, and she was formerly a student at the school. Now officially declared AWOL.

"I hate these things," Harry complained quietly, seated next to Peter in the auditorium as Principal Romita started his speech.

"Everyone does," Peter replied, Mary Jane seated on the other side of him.

"Mr. Beck is gonna be so mad," MJ mentioned, "He hates when his classes get interrupted. Like, really really hates it."

From behind, Randy Robertson leaned in, having just arrived, "Hey, Roomie, what'd I miss?"

Yes, Harry Osborn was now staying with Randy Robertson and his father, Robbie Robertson. Whom worked under J. Jonah Jameson at the Daily Bugle. It wasn't permanent, as Harry would eventually return home. But, he wanted to hit _home_ a point to his father. And that was... Harry wasn't going to just stand by and let Norman walk all over him. Not anymore. Things had changed for the young Osborn.

Principal Romita kept going on.

"I'm surprised your dad hasn't done anything to bring you back. I mean, it's been three weeks already," Peter said.

Harry shrugged, "Probably trying to have his people come up with some interesting spin."

Harry leaving home made Mary Jane think of her own situation. She wished she could have been like Harry and just walked out. God, there were so many times when she would have loved to do that. In her eyes, Harry was to be admired for his bravery. For his willingness to stand up and change his life for the better.

"Speaking of interesting," Randy said, "Pete, my dad wants to know when the Bugle's going to get more Spider-Man pics."

Harry and MJ smiled on the inside. Peter casually turned his head to Randy, "I wish I knew. I haven't been able to find him since he fought the Vulture and Rhino."

"Maybe he gave up?" Harry said with a hidden smile.

"Yeah," MJ followed suit, "He does strike me as a quitter. Besides, what do you think he looks like?"

"I bet he's ugly."

"Yeah," Mary Jane laughed, "There's probably a good reason why he wears a mask. What if he actually looks like a spider? Like an actual Spider-Man?"

Harry couldn't help but laugh out loud, "Man-Spider!"

Robbie started laughing, too.

They were shushed by a teacher standing at the side of the auditorium.

All Peter could do was roll his eyes.

Principal Romita continued talking.

**:::Osborn Estate:::**

Bad Press can bury a man faster than a bullet.

Norman Osborn was facing the end. Or, at the very least, something that felt like it. He had taken a thrashing at the bloody hands of an equally bloodthirsty media. Didn't matter what kind... Television, Internet, Print, any where. He wasn't held technically responsible for the chaos with Vulture, but fingers were pointed. Accusing eyes cast their stares his way. Right now, Norman Osborn was the villain of New York City.

SHIELD threatened to take action against Oscorp if something else were to happen.

Then there was Harry. His son... Walking out, turning his back on his own father. Norman's life was shattering to pieces and he felt helpless. He felt like he were falling, flailing his arms in vain, trying to grab hold of something to stop his descent. What was he gonna do? How was he going to bounce back? Honestly, he had no clue.

Though, there was one thing. One glimmer of hope. One faint little beacon that he could still reach for. And that was Otto Octavius' work on developing a serum. A special concoction. Liquid gold, if you will. Oscorp's chance at redemption, at recapturing its glory.

"You better not fail me, Octavius," Norman spoke in a grim voice to no one but himself, "You... Better... Not."

**:::Meanwhile:::**

Following a semi-lengthy delay, ol' Ben Parker was finally back to work. And, it felt damn good. He finally felt like he was once again part of the world. Like he was useful again. Like his May finally had something to be proud of again. It didn't just make him feel good. It made him feel great.

"First day on the job, and you already got some action. Must make ya feel good, huh?"

"You got that right, Max."

Indeed, first day on the job and already Benjamin Parker was on his way out to a house call. Seemed like just a minor problem, shouldn't take long to remedy with his co-worker. And speaking of that man, his name was Max Dillion, an electrician in his early thirties. Just a single guy living in a loft, making ends meet. At the current point in time, he was the one driving the Strand Electric Van.

The two had quickly become friends. Something about their personalities just meshed well. They hit it off instantly. As a matter of fact, Ben was thinking of inviting Max over for dinner one of these nights, seeing as it was around the Holiday season and it didn't appear as though Max had much of a family for himself to go home to and spend time with.

"Hey, I was thinking," Ben mentioned, sitting in the passenger seat as Max drove, "You got any plans coming up?"

"Why?"

"Well... What would you say to coming over the house for dinner one of these nights?"

Max cocked an eyebrow as they stopped at an intersection, "Uhh... You askin' me out on a date, Chief?"

Ben was instantly embarrassed, palming his face, "Dah, no no!"

"Not that there's anything wrong with..." Max searched for the right words, "... You know. Being... _You know_."

"Of course not," Ben agreed, then returned to the original topic, "I have a wife and a nephew. It'll just be us and the neighbors around the holidays. So, if you wanna stop by... We'll save you a plate."

"They won't mind?" Max couldn't picture people being okay with a stranger showing up.

Ben waved that off, "I already talked with May about it. As far as she's concerned; The more the merrier."

Max partly smiled, accelerating the van when the traffic light turned green, "Maybe I will."

**:::Watson Household:::**

Acting wasn't exactly as easy as she anticipated. Not that she was banking on it being all that simple, though.

Mary Jane paced the floor back and forth in her bedroom. The creaking her constant foot-steps were making caused her aunt to repeatedly lose her spot in the book she was reading downstairs. But, that was neither here nor there. The script in her hands begged practice of her. No matter how long it took, and how much sleep it deprived her of, Mary Jane wouldn't be content until she knew her parts like the back of her hand.

Quentin Beck was a hard teacher to learn under. His patience level was in the minus, and he expected your best at all times. He also refused to settle for less. MJ hadn't been in the drama club for all that long, but she already understood Mr. Beck's methods. She knew what to expect. And this meant that anything less than her absolute best wasn't suitable. If she couldn't deliver, even at this early stage of the game, then she might as well throw in the towel now.

Maybe she could take a few lessons from Peter. Really... Walking around school, pretending that he and Spider-Man weren't the same guy? He played it flawlessly. No one was any the wiser. To the majority of Midtown High's population, Peter was just some loser nerd who had nothing better to do with his time than play stalker and bury himself in text books.

Speaking of which, with Spider-Man not being needed in a while, that's probably exactly what he was doing right then.

Mary Jane took a break from her pacing and the script, though she'd probably regret it later. Peter Parker was truly amazing. Who knew a superhero could just be some random teenager who fell into trouble? Who would ever guess that a bookworm like him could swing freely above the streets of Manhattan, saving innocent people and fighting supervillains? Amazing... Spectacular... Sensational... How else could she describe it?

And, despite being a superhero and everything that came along with it, he still made time to be a good friend to MJ. Though, obviously, there were a few instances when he had no other choice but to break plans they had made or were in the process of making. Which reminded MJ of how bad Peter felt for having to lie to his aunt and uncle about the whole thing.

**:::Parker Household:::**

"It's getting late, Peter. And, you have school in the morning."

Aunt May had shouted that last line from the upstairs hallway, facing a collapsible ladder that lead up into the attic.

"I'm just about done, aunt May," Peter called back down, brushing off dust and cobwebs from his hair.

Why hadn't he done this sooner? Why put it off for so long? Maybe a part of him was afraid. Maybe a part of him believed that doing what he was now doing meant that it was real. That there was no turning back. That his parents were really - and forever - gone.

Peter sat in front of a strongly locked chest. Padlock. Layers of dust living on it. Up until recently, Peter figured it was just random belongings left over from his parents that his aunt and uncle were keeping. But, lately, the chest had begun triggering his spider-sense. Not like when he was fighting Vulture or whoever. Not like when he let it guide him through a burning building. More like... It was trying to tell him that this locked chest was important.

Peter asked his aunt and uncle about what was inside and why it was padlocked. The both of them shrugged it off, saying nothing more than it was valuables that belonged to his parents. Merely keepsakes. They wouldn't specify, and when Peter started pressing the issue, they questioned why he was so curious in the first place. Obviously, there was something important inside the chest, and they didn't feel comfortable lying to him, so they tried to pass it off as nothing. Which could mean only one thing...

It wasn't nothing.

He knew it went against what they wanted, but he just had to know for himself. Especially considering it kept causing his spider-sense to buzz every so often. With a deep breath and one last push of motivation, Peter took the lock in his hands and used his strength to break it just enough. Once that was out of the way, he opened the chest. Peter's eyes went wide... There was about a dozen different folders, all filled with various documents and whatnot.

One was marked... Super Soldier Serum.

Another... Tony Stark.

Another... Reed Richards.

Another... Chameleon.

Another... Black Suit.

Another... Kaine.

And there were more. They all pertained to some kind of superhuman thing. There was even stuff written about Captain America. Which didn't make sense... Considering Captain America hadn't shown up until long after Peter's parents were dead. Did his father really know about all this stuff? About superpowers before they became a common thing? How? Why? When? A myriad of questions rolled through Peter's mind.

And then...

"Project: Spider?" Peter read the last labeled folder in a very hushed tone of voice. He began trembling horribly, his heartbeat amping up. Breathing irregular. No, this was too much. Way too much. Aunt May and uncle Ben were right to keep this all hidden from him. Peter quickly put everything back in its place, scared of the truth, and placed the lock back carefully, noting to himself he would need to replace it soon.

"Peter?" Aunt May asked once again from the floor below.

"I'm on my way down right now," Peter took a few deep breaths, trying to calm himself. He was still worked up, but able to hold it together well enough to head back downstairs with his aunt none the wiser about his discovery.

**:::Midtown High School:::**

Snow flurries in the sunshine. Winter hadn't arrived yet, but was certainly on its way.

Walking through the front doors of Midtown High with the rest of the student body, Peter couldn't shake his discovery from the previous night. What had his father been involved in? Who was he involved with? And why not say anything? What about the fact that these things were still here? For what reason were his aunt and uncle holding onto them in the first place?

With so many questions swirling around his head, Peter nearly missed the big event that undoubtedly rocked Midtown High School like an earthquake. Mary Jane brought his attention to the fact that none other than Gwen Stacy had just walked through the doors, and every set of eyes were glued to her. This wasn't the old punk rock Gwen Stacy. No sign of the anger and hostility she usually radiated. No. This was Gwen Stacy without the baggy clothes, spikes, piercings and angered demeanor.

This was a Gwen Stacy appearing very lady-like and quite beautiful, to say the least. Not a hair out of place, a navy blue headband, setting her eyes off nicely. Then there was a long blue sweater over a black blouse, plus a long black skirt with nice boots to match. No one was expecting this. It took absolutely everyone by surprise as she walked down the hall, not a care or worry in the world.

"Holy hotness, Batman," Johnny Storm commented, standing next to Bobby Drake, as the two of them seemed inseparable.

"I'm calling it; Coolest girl ever, right there," Bobby smiled dreamily.

Kitty laughed, "Seriously... You two have issues."

"What the hell is this?" Sally Avril asked, standing with Liz, Flash, Kong and Hobie, noticing everyone's eyes locked on the new Gwen Stacy, "Nu-uh, this is so not happening."

"I think she looks good," Liz commented, ignoring Flash's trance-like state, "It's nice to see her back in school, too."

This was a massive surprise. No one expected it. What everyone figured on seeing was a very sad and broken Gwen Stacy, barely able to walk the halls to her next class. Not a beautiful girl brimming with confidence and smiling away as if she were a model showing off the latest fashions. It threw everyone for a loop, especially one Harry Osborn...

"I'm... In... Love," he stated in a trance, brain going numb from a sensory overload courtesy of the new and improved Gwen Stacy.

"It's fake," Peter said to MJ quietly, "She's obviously overcompensating."

"Still," even Mary Jane had to admit it, "She looks really beautiful."

Robbie was in attendance as well, "If she's all dark and moody... She's hiding it perfectly."

"'Scuse me," Harry made sure his hair was just so and his collar was straight, "I has me a mission."

"Take a number," MJ giggled, bringing attention to the fact that there currently was a line of guys waiting for their turn to talk to the new and improved Gwen Stacy.

**:::OsCorp:::**

It felt as though he were just out of reach.

Doctor Otto Octavius was nearly falling asleep in the Oscorp lab he was working in. Slumber was a luxury, however, that he couldn't afford these days. All that mattered was trying to replicate the super-soldier serum for Norman Osborn. His boss. Who, by the way, threatened termination on more than one occasion. In fact, the man was due for a visit in mere minutes.

Progress? None whatsoever. And having these four extra arms didn't help, either. Why even wear these mechanical appendages? Maybe because they motivated Otto in some way. They made him remember that he wasn't some fool, some simpleton. He was an inventive genius. But, his intelligence didn't lay in the field of DNA and whatnot. He saw himself as a mechanical genius. Look no further than the mechanical arms with claws at the end that extended from a harness he wore. An invention of his...

"I want good news, Octavius," Norman marched into the office, flanked by his new assistant, Victoria Hand.

"There is none," Otto answered quietly.

"Speak up, Octavius," Norman was in an expected foul mood, "I didn't quite catch that."

Otto was nearing a breaking point, "Please, Mr. Osborn, you heard what I said."

"Is that back-talk I'm hearing?"

"Sorry, sir."

Osborn took a breath to try and calm himself down, "We are on the brink. On the cusp. I've handed this project to you because you're the only one that can do it. Or... At least... That's what I was lead to believe."

"No," Otto nearly whispered, he spoke so low, not even able to look his employer in the eyes.

"No?" Norman was finding it difficult to keep his cool.

"I-I-I've never said that I could do this," Otto weakly defended himself, "My area of expertise is mechanical inventions. My arms, for example."

"Your arms," Norman was downright disgusted, "Your arms? You mean... Your silly little toys!"

Otto hung his head, feeling very uncomfortable. Not to mention, actually hurt by Norman's words. They weren't toys. They were genius. Were they not put on display at the exhibit? Were they not promoted as being one of the best and brightest inventions in recent Oscorp history?

Norman came to a conclusion in that moment, "In fact; Take them off."

Did Otto hear that right?

"Don't look at me like that, Octavius," Norman demanded, "Take the damn things off! You wanna act like a child, then I'm gonna treat you like one."

"Mr. Osborn," Victoria stepped in, "You're under a lot of stress. The bad publicity, Harry, everything. Maybe you should just take a moment to..."

"No!" Osborn backhanded Victoria, "I've had it! Octavius, give me those damn arms!"

"No," Octavius took a step back, "I'm sorry for disappointing you, sir. I'll leave. You'll never hear from me again, but you can't have my arms."

"No?" this wasn't Norman Osborn, something else was coming out, "My son thinks he can tell me what to do. Spider-Man thinks he can tell me what to do. Everyone in this god forsaken cesspool of a city suddenly thinks they know what's best for Oscorp!"

Norman abruptly grabbed Otto by the shoulders, digging the tips of his fingers in, breaths heavy, foam creeping from the side of his mouth, "No one tells Norman Osborn what to do!"

"Ahh!" Otto yelled out in pain, "Please, Mr. Osborn! PLEASE!"

Norman struck Octavius down with a solid right hand, the scientist crashing into a shelf and knocking over volatile chemical agents. Norman loosened his tie then bent over, stood Otto up and punched him right back down, sending him falling into another shelf. This was all the pent up frustration. All the everything that had been stored inside ever since Peter Parker had been bit by the genetically enhanced spider. Reaching his own personal breaking point, Norman could no longer hold it in.

"You have no right," Otto spoke through a bloody lip, picking himself up, "You have no right to do this to me!"

Norman grabbed Otto by the collar of his lab coat and brought him in close, spit flying, "I have every right! I'm Norman god damn Osborn!"

Then, in an incredible show of strength, Norman literally threw Octavius into a wall, knocking over a machine which then sparked a fire. Seeing the flames being born, something clicked inside of Osborn. He was suddenly level-headed and remorseful again.

"Oh god," he breathed in horror, "Oh dear god, what have I done? Otto? Otto!"

Victoria grabbed his hand, having recovered, "Mr. Osborn, we have to leave."

Osborn felt like he had just awoken from a dream he couldn't remember clearly. Dear god, what the hell was wrong with him? He was a wreck. There was no time to save Dr. Octavius. Only seconds to spare, and they were used saving himself and his assistant, Victoria Hand. Regret and deep remorse came next. As if things weren't bad enough... Norman Osborn had just murdered an innocent man.

What kind of monster was he becoming?

**:::Parker Household:::**

"As of now, authorities are still investigating this afternoon's fire at Oscorp, which took nearly half the building. Luckily, the hero Iron Man happened to be around to help with the evacuations. However, one person is still not accounted for and presumed to be deceased at this time. He being Doctor Otto Octavius, Oscorp's leading scientist after Dr. Van Adder was declared dead. More on this breaking story as it develops, as well as an official statement from Norman Osborn when the time comes."

What was the world coming to? May Parker just didn't know, and this incident only added to the confusion. And that poor man, Octavius was it? What a tragedy. Just add it to the long list of them occurring lately. That young girl Gwen Stacy being abducted, all the insanity surrounding the Spider-Man, and everything else. May wondered about the so-called Amazing Spider-Man...

On the one hand, he seemed noble and brave. Selfless in his mission to save lives. Yet, on the other hand, she had to wonder about whoever it was under the mask. What toll did being a superhero take on not only your body, but also your mind? The relationships with your friends and family? What did they think? Did they even know? One thing for sure... May was thankful her husband was simply an honest electrician and her nephew was on his way to becoming an honor student.

"Hi, aunt May," Peter greeted, walking through the door with Mary Jane.

"Hi, Peter," she replied, "Mary Jane. How was school, you two?"

They both briefly thought of Gwen Stacy's surprise appearance. But, why mention it now?

"How is Harry doing?" May wondered.

That's when the teenagers realized what was on the television. Images of a fire at Oscorp. Instantly, Peter felt his Spider-Man persona kicking in, "What happened?"

"They don't know yet," May explained to her nephew, "Something started a fire."

"Harry doesn't know," MJ said, eyes focused on the TV screen.

"His father is safe," May said, "Everyone is... Except for a Doctor Octavius."

Iron Man was there. A superhero that operated mostly on the West Coast was there. Not Spider-Man. Maybe somewhere deep down, Peter knew it couldn't be helped. But, he couldn't keep from feeling guilty. He could have been there in minutes if not even sooner. Swinging through the city, helping to evacuate people. Damn it, this felt like Felicia's father all over again.

But, what was he supposed to do? Skip out on school for the off-chance that there may be trouble at some point? He couldn't do that. Or could he? If nothing else, it was something to think about.

"I'm gonna go upstairs," he headed for the staircase, "See if I can find anything out online."

"I'll come too," Mary Jane followed, but by the time she reached Peter's bedroom, he was tossing his school books out of his backpack and replacing them with his Spider-Man outfit, mask included.

"Keep aunt May busy for me?"

"Peter," she stopped him, shutting his door so they wouldn't be heard by May, "Slow down."

Why would she say that?

"I know what you're thinking," she said, "And, I don't think it's a good idea if you go out like this."

Frustrated, he tossed his backpack to his bed and flexed his fingers, in the mood to punch a wall, "If I knew what..."

"You can't be everywhere," she reminded him, "You can't save everyone. And... What happened with Felicia... Wasn't your fault."

Peter was ready to respond when his cell phone rang, breaking up the moment. He took a breath and answered, seeing the ID, finding out it was Harry, "Hello?"

"Dude, I know what happened at Oscorp," there was urgency to Harry's voice.

"What?" Peter wasn't expecting that statement as a greeting.

"Before I left De Casa Osborn, I hacked into my dad's personal files," Harry already knew, "He kept a journal, and in it... He said how Doctor Octavius has been working on a special formula to put Oscorp back in a good light. He called it... Project: Spider..."

Project: Spider... Just like the folder Peter found in the attic...

"Anyway, he was talking about how impatient he's been with Octavius. How he feels like he's going to lose control and let The Goblin take over."

"The Goblin's dead," Parker was reminded of everything with Van Adder.

"No, not the red one you fought. I-I'm not sure... But... See... Look, my dad's always had anger issues. He never really lost his cool unless things were going bad, though. And, obviously, things have been bad lately. I think this Octavius couldn't do whatever my dad wanted and he attacked him or something. I mean, I know it's crazy, but I just have this feeling..."

He kept going, "I didn't copy the files. So, I don't have any proof to give anyone. But, I know that you'll believe me."

This was all so heavy.

"Peter, I need Spider-Man to take care of my dad before he does anything else or gets in anymore trouble. I-I don't mean kill him. Just... I don't know... Find some way to get him into somewhere safe that he can get the help he needs."

"Harry, I don't know... I don't think there's much I can..."

"Please, Pete?"

Deep breath time, "I'll see what I can do."

"Thanks man," Harry's last words, "I gotta go. See ya."

"Later."

**:::Special Press Conference:::**

Every time another bulb flashed... Every time someone called his name... He could feel another little snap inside of him. A cracking, like glass breaking or maybe a stick being broken in two. He couldn't let it get to him. He had to shove it down and keep it there. Even as it cackled and taunted him.

"Ladies and gentlemen, I first want to thank our esteemed Mayor Waters for giving me the time to speak," he started, the bulbs still flashing, freezing his painful moments, "As you all know, there was an accident earlier today at the main headquarters of Oscorp. Now, I would love to say that I'm thankful everyone made it out alive. But, that would be a lie. As far as I am concerned, there is nothing to be thankful for because we lost Doctor Otto Octavius."

_'Heh heh heh, what's wrong, Norman? A bit hot under the collar, are we? Feeling guilty? Remorseful?'_

Norman swallowed, trying to maintain his composure as he read the speech he prepared. Though, he couldn't even hear himself talk. The voice... It was...

_'WHY, REMORSE? WHY REGRET? HE WAS USELESS, NORMAN! USELESS! A WASTE! A PATHETIC WASTE!'_

_'We're better without him now. No one to hold us back. I can help you. We'll crack the code ourselves. You can be your own damn superhuman. YOU! ME! US!'_

Norman's head slumped forward as he rather abruptly broke into tears in front of New York City. Shock came over all. The shouting ceased as a hush fell over everyone. Stunned. Norman Osborn was weeping right in front of them, still standing behind the podium. Quickly, Victoria Hand rushed to the microphones, speaking up for the man...

"It's been a long and traumatic day," she explained, "Please forgive Mr. Osborn. Losing Dr. Octavius has struck him very hard."

_'Pathetic.'_

_**:::::ZEROBEN'S AMAZING SPIDER-MAN:::::**_

_The Osborn break-down may have come on out of nowhere, as did Otto. But, I did make mentions here and there of Norman's problem and it was explained within the Partners arc that he had Ock working on a serum. This chapter was originally part of the next arc, but I decided not to. Think of it along the lines of a Point One issue like Marvel does now. Not exactly, but somewhat._

_I have to ask; Was the Gwen Stacy (Classic) appearance at all surprising? I was going for a big moment. It was my intent all along. Hopefully it paid off. Kind of like what Peter found in his attic._


	20. ARMS Part I

**COVER: **Spider-Man web-swinging to the right side, Doc Ock's mechanical arms closing in from the left.

**ZeroBen's Amazing Spider-Man**

**"ARMS"**

**Part I**

Accidents happen, right?

At times... Things slip from our grasp, jump out of our control. Things tend to happen that we didn't intend to or planned for. They're accidents. The unexpected. The unintentional. While we may apologize, we may beg for forgiveness, we may seek redemption for these accidents, they still happen. And once an accident happens, there's no going back. We have to live with it.

However, sometimes, a positive climbs out of the wreckage. Just once in a while, it takes a disaster to create something beautiful, something powerful, something..._ Glorious_. For a prime example, look no further than the quiet scene taking place in this unknown area...

Four long mechanical arms crept across the landscape almost like a daddy long-legs spider would. In the middle was a lifeless body, burnt and scarred, breathing but barely. The arms stopped their walk in what appeared to be nothing more than an abandoned little shop, no bigger than a common shed in your backyard. With a table in the middle, the body was gently laid upon it.

The mechanical arms raised into the air, moving like they were truly alive, like they were organic beings rather than mere mechanical appendages. With red circles of light at the ends between three claw-like fingers, they _looked_ at the body. It was Otto Octavius of OsCorp. The man who Norman Osborn had attacked and left for dead. The man who had laid down the duration of his life for people to walk all over him. It was never about him, though. Never about his personal happiness. It was always about pleasing them. Pleasing the rest of the world, catering to their needs and desires... Never his own.

The arms let a tiny mechanical whine loose. As if they were mourning, bowing their heads in grief at the loss of their creator... Of their father. But, they couldn't... They weren't built with any intelligence. This... What they were doing... Defied logic in every possible way. How was this happening? How was it possible?

**:::New York City:::**

_'Project: Spider,' _Spider-Man thought to himself as he swung through the city, keeping his eyes peeled and spider-sense open to any signs of trouble, _'I know there's other things I should be thinking about, but I can't get it out of my head. Did my father know? Was this __**supposed **__to happen to me? I don't understand and I know it's stupid that I'm not looking through the files, but... Uh-oh... Spider-sense!'_

The hero's inner thoughts were interrupted. Trouble was somewhere around. But where, exactly? He clung to the side of a building, looking down, scanning the area. That's when he heard a scream and then saw a man running out into the busy street with a purse that didn't quite seem like it matched the rest of his ensemble.

Parker sprang into action, swinging down, landing on a lamp-post, then hopping moving vehicles as he tracked the mugger down. The thief knew he was being followed, so he faced forward and ducked into a dark alley. When he turned back around, there was no sign of the superhero. Ha! Wasn't so tough, after all, was he? With a grin plastered across his face, the mugger turned back around to go on his merry... Aw, crap!

"Hey there," Spidey said cheerfully, "Nice purse, dude. Where'd ya get it?"

"Just take the damn thing!" the mugger knew he was defeated, so he did the only thing he could think of and that was to chuck the goods and run.

Spider-Man snatched the purse safely with a web and then spun another with his other hand. The second line tripped up the mugger, causing him to fall flat on his face on the dirty concrete with an abrupt smack.

"Awwww," the mugger groaned, laying on the ground, "C'mon! It don't count if I give it back, right?"

Peter couldn't help but chuckle underneath the mask, "Really? Never heard of _attempted_ robbery, huh?"

"Damn it!"

Then Peter Parker rolled through the routine. Stick the criminal to a post where the cops will find him easily, then return the purse to its rightful owner. It felt good to be back in the uniform. Felt good to be back out in the city helping people. Back in the swing of things. Pun intended, True Believers.

"Thank you, Spider-Man," the woman was gracious.

Yeah, definitely felt good to be back at it, "No problem, Ma'am."

"Ma'am?" she questioned, suddenly appearing not quite as gracious. A little pissed off, to put it bluntly.

Uh-oh, time to get out of there, "Oh, hey, look at the time, I got more people to save. Bye!"

Then Spider-Man spun his webs and swung off into the distance. Typical Parker luck. You save the lady and then you insult her. Classic!

**:::Stacy Household:::**

11:30pm on a Friday night.

The game went into overtime and it was finished. The 11pm News was on. Hell, they were already into the weather portion of the broadcast. Yet, his daughter wasn't home yet. Okay, maybe he was just a touch paranoid... Maybe over-reacting. There was more than likely nothing to worry about. But, Gwen was never out late like this before. Come to think of it, she was never really _out _period.

This was just George assuming the role of the worried father. Even so... This was really late to be out, right? Why would a teenager be out this late in the... Oh god, try not to think about it too much, George. Get a hold of yourself, there's no reason to stress over it. Gwen could be trusted.

Suddenly, there was a car out front. Moments after, the front door was opening and there she was. Relief instantly washed over George. Now he could trudge off to bed, now he could relax, now he could...

"You weren't waiting up for me, were you?" Gwen asked, even her usual dry speech pattern having been obliterated by the new attitude.

George just kind of shrugged, gathering the empty bottle of beer and following her into the kitchen, gesturing to the TV against the wall, "Nope, just waiting for the weather."

Gwen partially smiled. It was only a slight curve in her lips, but it made George's day. Regardless of the extra stress, the added worry, the whatever, it was so good to see his daughter smiling again after the traumatizing events she endured.

George sighed, now feeling embarrassed, "What can I say? I'm still in the adjustment period."

She rolled her eyes.

"What?" he defended himself, though there was a comedic slant to the conversation, "I'm still trying to get used to the new you."

"Night, Dad," Gwen said as she headed up the stairs, already on her way to bed.

"Yeah, good night, honey."

**:::The Daily Bugle:::**

Still nothing big.

J. Jonah Jameson was fed up with betting the farm on Spider-Man's adventures. While Iron Man and the rest of them were all still out and about, Spider-Man wasn't doing anything but stopping the occasional robbery here and there. Of course, honestly, there hadn't been any big bad villains around lately. Not since the debacle with Vulture, Rhino and the Black Cat. Jeez... It was like a friggin' zoo out there.

Literally!

Spider-Man sold papers! He was one of the few things that still did these days. In order for the Daily Bugle to thrive and stay on the up and up business-wise, Spider-Man needed to be out there swinging webs, beating up on the bad guys, all that nonsense. Personally, JJJ thought it was all garbage. These damn freaks would end up causing some kind of civil war. But, he had to admit people loved reading about them. Especially Spider-Man, considering he was right in their backyard.

An idea struck him like a bat to a ball. If there wasn't any action waiting for Spider-Man, maybe he could dig up some for the webhead to face against. It was too risky to do it himself, though. But, he knew of just the right kinda guy for the job.

"Betty," he hit the button on the intercom, "Get me Gargan, and get me him yesterday!"

"Okay, Mr. Jameson."

Jonah puffed on his cigar, turning around to stare out into the city landscape just on the other side of his office window. Yeah... This was going to be one hell of an idea.

**:::NYPD:::**

"Have you seen him? Reports are coming in fast and furious that last night... Many New Yorkers were eye-witnesses to one of the strangest sights yet, and considering all that has happened in the past few months, that is saying something. In the very late hours, someone whom witnesses describe as a badly burned man, was seen being carried lifelessly by four mechanical tentacles or arms. Of course, the first thought in many minds is Dr. Otto Octavius of Oscorp. Could this be the scientist who many thought perished in last week's fire at the main Oscorp building?"

Police Captain George Stacy was pissed. Plain and simple, no two ways around it. Standing there staring at the television, holding on to his steaming cup of coffee, who's steam could not match that of which was currently rising off of the top of his head.

"Turn that god damn thing off," he was disgusted and ready to let them all know about it, "Does anyone mind telling me how the hell this happened? Just how the hell something like this got into the press before we even knew about it? And, really, no one knew? Not a damn one of ya? Christ, last Friday night I'm taking off... That's for sure."

No answer.

"Dewolff? Carter? North?" he questioned his men and women, "Gonzales? Cooper? No one? Course not! Listen up... I want every detective, every beat cop, every patrolman, every _every_ god damn person doing their job to bring this one in! We took it hard when Black Cat was out and about... The last thing we need is more trouble. By any means necessary, we're getting to the bottom of this one. We're gonna show New York that they can still have faith in their police department!"

**:::New York City:::**

"How'd I miss it?"

That's all Spider-Man could keep asking himself as he swung through the city. Last night, a badly burned Otto Octavius was crawling around and Parker hadn't even caught a glimpse. Maybe it was dumb luck, maybe it was bad timing, maybe that didn't matter. Right now, all that did matter was finding Octavius before anyone tried anything with those mechanical arms of his. And yeah, Peter realized it may have been silly jumping to the conclusion that it was, in fact, Dr. Octavius. But, really, who else could it be?

It wasn't necessarily cold, but there was a significant chill in the air. Winter was right around the corner. Pretty soon, the fall flurries would turn into winter snow and start accumulating. Parker briefly wondered how his sticking ability would fair in the winter months? Rain proved tricky, but not a complete loss, so he assumed snow would be much the same. Of course, there was always a margin of error to take into account. Especially when you were still mired in your rookie year.

Spider-Man landed in front of what appeared to be an abandoned little shop. More than likely, someone would take it over in the near future and fix the place up. But, for now, it was lonely. Although... Maybe not that lonely after all. Upon closer inspection, Spider-Man found spots of dried blood and traces of burnt skin. Not to mention what looked like the blackened remains of a charred lab-coat. Yes, there was a name-tag...

"Dr. Otto Octavius," he said to himself, "So... It really is him. Next question; What was he doing here?"

Spider-Man then found scraps of metal and used surgical tools. Also, there was a table in the middle, covered in more spots of dried up blood and the ends of string. What in the world went on here? First off, if Dr. Octavius was unconscious, how could he crawl through the city? Secondly, how could he perform some kind of surgery on himself? Assuming, of course, that that's what the tools were for.

Sirens coming in close... Seemed Spider-Man wasn't the only one in the midst of tracking Dr. Octavius. Time to make himself scarce.

**:::Awhile Later:::**

The backpack on, hood up and hands in his pockets, Peter Parker walked the streets to where the bus stop would be. He felt like just spinning a few webs to save time, but didn't want to risk being found out. Which made him think of how Norman Osborn knew Peter's secret, yet wasn't acting on it. Was he honoring his promise since Spider-Man saved Harry and retrieved the Vulture tech? Or was he merely biding his time until the stars were aligned in just the right positions?

Peter supposed that only time would tell.

The boy was roughly a half block away from the bus stop when a car pulled up alongside him. Much to his surprise, there was Liz Allan, Flash Thompson and Gwen Stacy. Wow... Gwen's transformation had really gone through. Hanging out with the likes of Flash? Crazy.

"Hey Peter," the window was rolled down on the passenger side where Liz was sitting, "What are you doing all the way out here?"

Peter shrugged casually, "Fresh air?" . Yeah... Right. Like there was any fresh air around here.

"Puny Parker's probably studying some weird stuff," Flash commented, "That's what bookworms usually do, after all."

Ugh, same old Flash Thompson.

"Cut it out," Liz scolded, rolling her eyes at her boyfriend before returning attention to Peter, "Listen, we're heading to a party. You wanna tag along?"

"Sounds cool, but no thanks," he nodded his head toward the bus stop, "I have to get home and study. Ya know, like us bookworms tend to do."

Gwen chuckled, she couldn't help it. Which annoyed Flash all the more. But, he had promised Liz that he'd be nicer - or at least try. So, there was no sarcastic and/or mean response from the Midtown High sports hero.

"C'mon," Liz urged, "It's Saturday night. Save the studying for tomorrow."

As tempting as that sounded, Peter was never much for partying. Just seemed silly, in a way. And better still, if he went without Harry or maybe even Mary Jane, he would feel weird. So, his answer remained the same with a simple polite yet faint smile and shake of his head.

Flash scoffed, "Loser."

Liz glared.

"What'd I say?"

They drove away. And, as they did, Gwen turned around, watching Peter walk as they parted ways. When she was a goth and punk, he never treated her like she was less of a person. Now, with becoming good friends with the popular crowd and being looked at in a positive light, Peter didn't treat her like she was any more of a person. This intrigued her.

Peter took his seat at the bus stop, awaiting his ride home. Luckily, he had remembered to stick some spare change in his backpack. As he sat there, his spider-sense came alive. He looked around, prepared to spring into action if he had no choice but to do so. However, he saw nothing alarming. No trouble. He took a deep breath and disregarded the warning. But, there it was again.

Nonchalantly, Peter stood up, casually walking around the area as if he were merely impatient. That's when he spotted the source. The one who was triggering his spider sense. It was an average sized bald man, on the opposite side of the street. He was watching Peter like a hawk. The face didn't ring any bells, and before Peter could think further, the bus had arrived.

Peter pulled his hood a little tighter over his head and boarded the bus.

**:::That Night:::**

Location unknown.

Doctor Octavius' unconscious body lay once again upon a table. Though, it was a different one... Inside of a different room.

Once more, the four mechanical arms were doing all the work. Yet, this was precise and delicate work. You see, they were not only fixing their creator, but enhancing him as well. There was no explaining it, no easy way to comprehend it, but there was also zero denying it; The four mechanical arms that Octavius created were keeping him alive while he remained unconscious.

As for the good doctor, he didn't look himself anymore. The majority of his flesh was scarred, there was a breathing apparatus of some sort connected to his mouth and chest. He was hooked up to various life-saving machines. This lonely, dark abandoned room in the middle of nowhere had become a surgical one. Courtesy of his mechanical arms, Octavius was undergoing a procedure that - as noted - would not only save his life, but enhance it exponentially.

**:::Parker Household:::**

May and Ben Parker were faced with a major decision.

Peter had been spending more time up in the attic as of late. And even if the boy didn't realize it, they knew exactly why. The chest's lock had been busted. Whether Peter looked through the files and documents or not couldn't be determined, but he knew they existed. Surely, he must have had questions. However, May and Ben were faced with one of their own; Should they tell him the truth or not?

They both sat at the kitchen table, the radio playing softly in the background. They would be off to bed soon, but were waiting for Peter to arrive home first. In the meantime, they were contemplating what to do...

May had thought long and hard about this many times over in the past, and she always arrived at the same conclusion no matter what, "He's not ready. We should wait until he's older."

"I don't know," Ben sighed, hating to disagree with his wife, "Don't you think he has a right to know that the superhero he's been chasing was technically made by his father?"

"Peter is in enough danger following Spider-Man around like a lost puppy. The last thing he needs is _more_ reason to be doing so."

Ben remembered his brother fondly. And, also remembered the promise made years ago. Richard made Ben promise that he would wait until the timing was right to show Peter the truth. And... That truth Richard was referring to was contained inside of that chest collecting dust and cobwebs in the attic.

"I don't know," and Ben truly didn't, "Every time I think about it, I go back and forth. I don't know how... But Richard's work got out. There had to be other copies and files or what the heck else, but it got out there and it's changing things. Because of Richard, there's someone out there rescuing everyday people from burning buildings and car accidents. Spider-Man is saving people from the kinds of things that all the other big-shot superheroes seem to forget about."

Ben continued, "And it's all thanks to Richard. That's something for Peter to be proud of his father for."

"I agree," May said, "But, he's only a teenager. He has school and friends. He has his entire life ahead of him, and I'm afraid that if we tell him the truth or he finds out... He might try to get involved more so than he already is and end up hurt or possibly worse."

With that said, then came the recognizable sound of the front door opening and closing, signifying that Peter had returned home for the night.

"Hey guys," he walked into the kitchen, backpack still being worn, "Sorry I was out so late. It took longer to find Spider-Man than I thought it would," he smiled, pulling out his camera and shaking it, "Got some sweet pictures, though."

"The moneymaking kind?" Ben asked.

"I hope so," Peter answered, grabbing an orange juice from the refrigerator and heading upstairs, "I grabbed something to eat on my way home. See you guys in the morning."

Ben sighed once Peter was upstairs and his bedroom door was shut, "You're right. He's just a kid. We should wait."

May patted her husband on the shoulder, "It's for the best."

**:::Osborn Estate:::**

His eyelids feeling as though they were held open by something unseen, Norman Osborn stared at the dark ceiling above him as he struggled to find sleep on this night. There was just so much in his mind... Swirling around, like a DVD stuck on both rewind and fast-forward at the same time, never stopping. It was pure torture. And all along...

_'Hehehehehe, look at you!'_

"Go away," Norman refused to listen to the voice, "I will not listen to another word."

Silence. But, even in that silence, Norman's fractured psyche continued its assault. It had been like this for awhile. But, it was at that damned press-conference when it amplified itself by ten. The media was having even more fun at Norman Osborn's expense. From the Oscorp fire to Octavius' disappearance, to Harry leaving home, to the mental breakdown on live and national television. It was a nightmare coming to life for Norman.

He needed a remedy. Something to fix this entire situation and put himself back into a better light where he rightfully belonged. But, what? What would be suitable enough to sate the hunger of the media? Now... They were fascinated by superhumans. Spider-Man, Iron Man, Captain America, the list went on and on. There seemed more of the powerful individuals popping up each and every day.

What if Oscorp created one? Wait... Wait... Oscorp had created one. Because of Oscorp, Spider-Man was...

_'Now now, Norman. You know well that isn't the truth. It wasn't you who created him. It was Richard Parker. You may have done well in blocking that out, but the truth is... You had absolutely no hand in creating Spider-Man!'_

"Lies!" Norman shouted in a cold sweat, sitting up in his bed, breaths labored, a vein popping out in his forehead, "It's me! It's because of me! I made Spider-Man! Not Richard Parker, not... Not..." he began weeping, "Yes... Yes... It's true! I stole Richard Parker's research right out from under him. I gave it to Adder. I... Because... Oh god... WHY ARE YOU DOING THIS TO ME?"

_'Hehehehe,' _the voice cackled, _'I am you... Norman. Why are you doing this to yourself?'_

"A cold glass of water," Norman muttered while getting out of bed, "That will help me sleep. Yes... Plenty of ice, too."

**:::Very Late That Night:::**

_"You ain't nothin', boy! You think them damn projects are gonna get you somewhere? You ain't no Stark. You ain't no Richards. You ain't no god damn scientist. It's all a friggin' waste of time. Look atcha, makin' a mess, makin' your own mother clean up after your ass. You make me sick. You know that? I tell ya... Biggest mistake of my life. Biggest mistake!"_

_"Stop it, dad! I'm not listening to you!"_

_"You better friggin' listen to me, Otto! I'm the only person tellin' you the truth! Grow up!"_

_Young Otto Octavius ran out of his home in tears. Once again, his father felt it best to use the belt and tear down his son with words unkind. Words that stung deeper than the welts left on his back by the leather belt and its buckle. One day, one golden day, Otto promised himself that this would be all over. The beatings would only be a memory. One day... It would be Otto with all the power._

In his new state of living, Otto Octavius awoke.

It was all new yet so familiar at the same time. In this new form, he gazed upon himself with odd recognition. It was no surprise. The majority of his upper body was encased in a large shell-like hide. Midnight black with various red energy sources circle in shape. A large breathing apparatus made him able to continue living and nearly a dozen different tubes were connected into the back of his shaven head. His legs were armored in thick and heavy black with boots in equal size.

The finishing touch was two of his - _now six_ - mechanical arms placing high-tech black spectacles over his damaged eyes. This made the transformation complete. Otto Octavius was no longer himself. He was much more... So much more.

He was now...

Doctor Octopus.

**:::Monday Morning:::**

Following a rather uneventful Sunday spent studying and finishing homework, it was back to school for Peter Parker and the rest of Midtown High School.

While en route to home room, Peter's trek was put on hold when he happened to meet Gwen Stacy while rounding a corner. Not expecting conversation of any sort, Peter kept on walking, merely passing along an acknowledgement by way of nodding his head.

However, Gwen was looking for a little more, and decided on following the boy while she had the chance, "Peter, do you mind if I ask you a question?"

He was a little surprised, but nothing major, "Sure."

"Well," they stopped in a clearing of students, "Not to sound rude, but why didn't you want to go to the party Saturday night?"

Peter shrugged, "I'm not really much of a party person."

"It was fun," Gwen said, "Flash was a little unbearable, but not bad. It would of been cool if you came."

Peter wasn't quite sure where the blonde student was going with this. Needless to say, he was a little uncomfortable. Which was somewhat weird considering he had battled various supervillains in the past few months.

"What can I say?" he said, "School's really important to me."

"Peter, is it okay if I ask you another question?"

Okay, this was getting even more uncomfortable than it already was. Why couldn't there be some disaster he had to rush off to? Maybe a prison break for Rhino? Oh, what if Vulture flew the coop? HA! Flew the coop! Instant classic! Oh... He so needed to remember that one.

"You don't treat me any differently," Gwen explained, "Why?"

"I... I don't know," and he honestly wasn't quite sure, "Not that we were ever friends. But, I still see you as the same girl. Just... With less piercings and clothes that fit."

Gwen partially smiled. Peter had always been a sweet boy. Always nice to her, even when it seemed the entire population of Midtown High looked down their noses at her during her goth period.

"Don't say anything... But, I've kind of been regretting the new look."

"Really?" he wouldn't have guessed.

She nodded, "Yeah. I mean, I really like it. But... Sometimes I wonder if it's really me, you know? Or... I feel like I sold out."

"Not for nothing," humor at just the right moment, "It's high school. People sell out all the time. Kinda comes with the territory."

'Yeah," Gwen giggled a bit, which felt good, "I guess."

A little bit of an awkward pause came next, but it was nothing bad. Peter was the one to break it up, "So... I gotta get to class."

"I should too, huh?" Gwen agreed.

Peter turned away, hands in his pockets, "See ya later."

"Yeah," Gwen replied, "Bye."

Was Gwen Stacy going a little crazy or was there a faint buzz of electricity in the air?

Little did she know that she wasn't crazy; Peter Parker felt it, too.

_**:::::ZEROBEN'S AMAZING SPIDER-MAN:::::**_

_Finally, we have the first part of this new arc. I kept going back and forth with what Ock's ultimate plan would be, so that's the cause of the delay. I personally like this chapter, I covered everything that I wanted to. Yes... Ock in this is based off the recent version seen in the 616. Specifically, that awesome shot of him and Spider-Man that came out a little bit ago._

**Next Cover - Iron Man hovering in front of the OsCorp sign.**

**Next Chapter - "ARMS" Part II**


	21. ARMS Part II

**NOTE: **_I've decided to make a controversial change... I'm going to include Web-Shooters rather than organic. I know, lame of me to go back on, but that's that. In the near future, I'll be changing some of this to accommodate. From now on... The webs are Peter's creation and he has the shooters. This'll call for some tweaking in my Avengers fic with the Future Foundation, but whatever. Thinking about it lately... The Web Shooters are one of the most important aspects of the character, and need to be part of this world. I have to give them back to Peter.  
><em>

**COVER - **Iron Man hovering in front of an OsCorp sign.

**ZeroBen's Amazing Spider-Man**

**"ARMS"**

**Part II**

"And what is it that brings billionaire Tony Stark so far from his home in Malibu? Well... What he calls the... _Humanitarian_ in him. Tony Stark has gone on record in supporting Norman Osborn as he struggles with recent woes. Mr. Stark says that he too has seen his share of potentially career-threatening times, and would like to extend a helping hand. How will Norman Osborn accept this helping hand? Only time will tell."

A thick scowl upon his face, Norman sneered at the monitor in front of him. How dare that conceited little bastard think he could swoop in and save the day? The only one that would be saving Norman Osborn - _If he even needed it_ - would be himself. Not Tony Stark, not Spider-Man, not SHIELD. Not anyone!

_'Tsk tsk tsk, poor Norman Osborn. So helpless. So fragile. So utterly disappointing.'_

"I told you to leave me alone!" Norman snapped his head around, glaring into a mirror, "I don't want you here anymore!"

_'As if I would listen to someone like you. Someone losing power as if it were a leaking pipe,'_ in Norman's mind, the voice was coming from the mirror, though the reflection was his own and doing nothing unless he did, _'Just my rotten luck; Being stuck in the body of a failure!'_

"You listen to me," Norman demanded in a quivering whisper, trying to show bravery, "You do as I say and you leave at once."

_'Hmmmmm... How about... No?'_

"Damn it," Norman growled, throwing a book at the mirror, "LEAVE ME ALONE!"

As the broken pieces of glass seemed to slowly fall to the carpeted floor, an image appeared in them. It was the image of a green-skinned creature with big yellow eyes and a twisted and toothy green. And when the voice returned, it sounded as though it were coming from each piece of glass separately...

_'Awww... Look, at you, Norman. Broken. You know... Like the relationship you have with your son! Hahahahahahahahahahahaha!'_

"STOP IT!" Norman shouted, breaking out in a full sweat, stomping violently on the broken pieces of glass as the voice that haunted him kept laughing more and more with each ounce of energy the man put forth to try and silence it, "STOP!"

_'Hehehehehehehehehehehehahaha hahahahahahahahahohohohohoho hehehehehehehahahahahahahahe hehehaha!'_

"You maniac," Norman sobbed pitifully, slumping down to the floor, head in his hands, "Just leave me alone."

**:::Parker Household:::**

Sleep was impossible tonight.

Peter Parker tossed and turned in his bed, trying as many positions as he could think of. He tried a warm glass of milk, and even counting sheep as they hopped over a wooden fence in his mind's eye. No dice. There was just too much turbulence inside of Peter's thoughts for him to rest comfortably enough to fall asleep. Too much to think about. There was the chest in the attic, Otto Octavius, Doctor Connors, School, Oscorp, Gwen. Too much.

Sprawled out, he stared up into the dark ceiling over his head, wishing the whispering wind outside of his window was enough to soothe him into sleeping. His gaze traveled from the ceiling to that window. Beyond it was Mary Jane's window. Undoubtedly, a sleeping Mary Jane at the moment. Harry was probably sleeping too. Heck, even Rhino and the friggin' Vulture were probably asleep as well. In fact, it would be a safe bet to say that Peter felt like he was the only person awake at the moment.

Peter sat up in bed, brown hair a mess, eyes tired, lips dry. Laying down was useless right now. And, as was the case when he was restless at night, the most logical remedy was going outside to get a little exercise...

As Spider-Man!

**:::Meanwhile:::**

Various pictures and clippings decorated the wall in cluttered fashion. Them all pertaining to both Peter Parker and the new superhero he had been photographing on a routine basis.

This wall was inside of a smaller-sized apartment. One belonging to the individual J. Jonah Jameson had called for to follow Peter Parker around. Mac Gargan. A detective of the private variety. Mac sat hunched over in a chair, intently staring at the photographs that he had taken. Peter Parker and Spider-Man... What was the connection? How did Peter always seem to know where the superhero was going to be? How was he able to snap such incredible pictures? There had to be some form of communication between the two. It just had to be more than the Parker kid stalking for photo ops.

Initially, Gargan was hired by J. Jonah Jameson to give Spider-Man a reason to make more appearances. However, the plan was quickly nixed. Mac Gargan was an honest man. Yeah... His means may have had to be overly justified from time to time, but he never broke the law, and wouldn't start now. That Jameson thought otherwise was downright rude. Yet, that didn't stop the private detective from accepting the job to follow Peter Parker _and_ Spider-Man.

"What's the link between you two?" Gargan asked aloud, still staring at the materials on the wall, "How well do you know each other? How long? And... Does Peter Parker know who Spider-Man really is?"

**:::Watson Household:::**

A soft knocking at the window woke her up. Didn't matter, because morning had come and she would have to get out of bed soon, anyway.

Instantly, she knew who it was. How couldn't she? Mary Jane opened the window, finding Peter stuck to the side, some kind of packed folder in his right hand. Before she could ask, the boy was inside her bedroom, a smirk on his face for the little stunt he had just pulled.

"Peter," MJ nearly laughed, "What if someone saw you? The stairs would've been smarter."

He shrugged, "No one saw, and stairs are criminally overrated."

"If you say so," Mary Jane said then looked at the folder, eyes still a bit sleepy, "What's that?"

Deep breath from Peter, "Something for you to hold onto," he handed it over and she took it, though he stopped her when she started to open it up, "Let's not rush things."

"Okay... I'm... Confused."

One more deep breath, followed by hands in his pockets, "It belonged to my dad. They're files on... _Things_."

"What kinds of _things_?" Mary Jane asked.

Peter's eyes closed briefly, "Just... _Things_."

"You don't want to say," Mary Jane realized, "So... Why not just burn them or throw 'em away?"

His head shook from side to side, "And basically spit on his work? No, I can't do that. You have to keep them for me."

Her? Why her? Why not Harry? Why not someone else?

"Right now..." he admitted, "You're the person I trust more than anyone else with this. I know they'll be safe with you."

A teared up eye, a little chuckle out of being slightly nervous, "Peter..."

"It's true."

"What about Harry? You guys have been friends for so long. I'm just..."

"Even though he doesn't live with him anymore, Harry's too close to his dad and Oscorp. I don't know exactly what's in these files, but I do know that Oscorp getting their hands on them is a bad idea."

Now a deep breath courtesy of Mary Jane, "Okay, if it's that important... I'll keep them safe. But, tell me, why don't you want to know what's inside of them?"

"My dad knew things," Peter explained, the emotions building up inside, threatening to push through, "Things that didn't happen yet, things that've happened to me now. If I look through the files... I'm afraid I won't be able to handle what's inside."

Mary Jane didn't know what to say, and her imagination quickly filled with nightmares.

Peter walked past her, back to the window, squatting on the sill, ready to jump to his own, "You can look through it if you want, but please don't tell me what's inside. Thanks, MJ."

Mary Jane nodded her head, "You're welcome."

**:::Meanwhile:::**

Whereabouts unknown.

It was metaphorically miles away from what he would label a satisfying laboratory. However, it was good enough. And, at the risk of redundancy, for now... Good enough was good enough. At least in the warped mind of one Doctor Otto Octavius. By what little remnants of life dwelled inside of the monstrosity once employed by Oscorp, he would have his revenge. Not only would Osborn feel the crippling hand of a cruel fate, but Otto would be the one standing tall. Otto would be the one making threats, throwing his weight around.

This time, Otto Octavius would be the one in charge.

Hard at work on what appeared to resemble a battery core of some sort, the new Otto Octavius was stopped momentarily by one of the busy mechanical arms now permanently attached to his body, almost organically. He looked over his shoulder, finding what looked to be a small robotic octopus.

"Perfect," his voice raspy and weak, barely audible behind the breather mask, "Once the battery is complete, _Phase One_ of my plan will be finished. You've done well, _children_. But, do not relax. There is still so very much more to be done."

**:::The City:::**

Nothing like taking advantage of a day off from school to clear the head with some web-swinging.

Spider-Man spun his webs from building to building, just soaking in the sun and scenery, trying to clear his mind of the recent clutter that had filled it. Though, try as he might, he couldn't shake his need for digging through his father's files. What, exactly, was it that was holding him back? Fear? Was he afraid of the truth? Had he already asked himself this question? Would he ever stop spinning in mental circles?

Peter stopped the swinging, snapping his web and throwing himself next to his favorite stone gargoyle. _Gary_. Yes, he named the gargoyle Gary. What? He's Spider-Man! If he wants to name an inanimate object, then he's gonna. Nevertheless, he sat next to the stone statue, staring down upon the same city that it was doing the same to.

"What's wrong with me?" he asked, "If I don't wanna know about it, then why can't I move past it? And, if I do wanna know, why couldn't I just look through it?"

"What do you think, Gary?" he asked again, looking to the statue, "What should I do?"

Then came a helicopter seemingly flying a bit too fast. On the ground, Police Cruisers with their sirens screaming. All the while, Peter's Spider-Sense was ringing off the charts...

"Hold that thought, buddy," Spider-Man fired a web-line, "Duty calls!"

Spider-Man fired line after line of webbing from both wrists, propelling himself forward like a slingshot when needed. All part of the plan to catch up to this helicopter. Which, eventually, he did, via snagging a web on the rails underneath and pulling himself up with all his strength. Yeah... No doubt about it, this was a bad-guy helicopter filled with said bad guys. They looked like characters you would see in a futuristic First-Person-Shooter video game.

Spider-Man knocked on the window, "Hi there! Hey. Gosh, I sooooo hate to be the fun police... But, license and registration, please?"

"Open the door," one ordered another, readying a fierce looking weapon.

Aw, crap! The soldiers from the future had freakin' guns from the future, too! Spider-Man narrowly dodged a thin blast, sticking himself to the bottom of the helicopter, receiving a view of the city that he was never ready to see, "So, this is what it would be like to ride a roller-coaster with no safety locks. Interesting."

Next came an odd sound, followed by one of the goons in the helicopter, jumping out and flying with aid of a jet-pack. Idiot didn't even see Spider-Man. Perfect! Spider-Man quickly grabbed a hold of the bottom of the open space to get into the helicopter, but ended up on the wrong side - is there even a right side - of a size thirteen steel-toe boot. Parker lost his handle on the helicopter and began falling through the air. But, as he did so, he spun a web, sticking it to the side of the helicopter, only to have it decimated by the flying goon with his fancy schmancy weapon.

More falling, but Spider-Man once again spun a web, this one grabbing the gun away, and another to stick to the side of a building, where he met the high-tech criminal on the rooftop.

"All right," the criminal put his fists up after landing easily on the rooftop, "Let's go!"

The villain burst forward with his jet-pack. Spider-Man dodged and then webbed up the exhaust for the pack, smiling proudly under his mask, "That was easy. One might even say... Sinchy."

The villain laughed under his own mask, and proceeded to melt the webbing.

"Oh boy," Spider-Man snapped his fingers, pointer finger directed at his mistake, "I should've saw that coming, huh?"

Spider-Sense!

Two blasts right in his stomach, doubling him over in pain. Before he could react, a knee to his head, followed by a punch across his jaw, turning his body and nearly sending him right off the roof. Luckily, he caught himself hanging over the ledge. He tried to get up, but was kicked in the gut, then held over the edge...

"You ain't so tough," the villain mocked him, "One run-in with _The Jury_ and you're already done for!"

"Ju... Wait..." Parker mumbled under the mask, "Can I get a time-out? I haven't really been myself lately, and I feel like it's interfering with..."

"Shut up!"

"I will not, Sir!" elbow to the throat, followed by a take-over, the villain falling from the roof. Spider-Man leaned further over and caught him with lines of webbing and then let him safely fall the short distance that remained.

Spider-Man laid on the rooftop for a few moments, collecting himself, nursing his aching stomach. Head didn't feel so hot, either, to be honest. Actually... Let's be truthful... His entire body was a little worse for the wear right now. Time to check on the...

"You're kidding me," the villain was gone, leaving behind a pile of used webbing, "Damn it!"

**:::Parker Household:::**

A little banged up, but otherwise okay, Peter Parker returned home to find Harry Osborn awaiting his arrival.

"Dude," Harry was all excited, "I saw you on the news! That was insane!"

"Shhh," Peter instantly hushed him, then started looking out for his aunt and uncle.

"They're not here," Harry let his friend know, "Went out to cash your uncle's check and run a couple errands."

Peter sighed, taking a deep breath and all but falling down onto the couch, his backpack hitting the floor, wrinkled Spider-Man suit peeking out, "Today sucked."

"You were upside-down on the bottom of a helicopter," Harry said, "How could it have possibly sucked?"

"Oh, I don't know," Peter answered, bleeding sarcasm, "I almost ended up dead, and the bad guys got away. And, dude, what's your problem?"

"My problem?" hold on, what was going on here, "I'm just..."

"I'm sick of this," Peter sat up, wincing as he did so, "All I hear is people on TV saying how they wish they were a superhero, and you're always going on about it, too. It's not fun, man. It's not a game! Having these powers and responsibility isn't _cool_."

"Okay, man, okay," Harry took a step back from the conversation, "What's going on here, Pete?"

He wanted to spill his guts just for the sensation of relief. Being upset about the situation with his father... Having today slip right through his fingers... Trusting Mary Jane with the folder... Having these powers... Having to save lives... Not being able to stay on top of it all. Not being able to take care of things like he wanted to. Not being able to think straight. Not being able to...

"You know what," he interrupted his own inner turmoil, "It's nothing. Just... I wish today went better, is all."

"Yeah," Harry sat next to him on the sofa, "So... Who were those guys, anyway?"

Peter shook his head, picking his backpack up off the floor, "I... I fought one and he said something about... _The Jury_."

"The Jury?" Harry repeated, "They must be new."

Peter sighed once again, starting up the stairs to his room with Harry following, "What about you? What's new with Harry Osborn?"

Deep breath, "Actually... That's why I came here in the first place. I'm moving back in with my dad."

"Really?" Peter found that hard to believe.

Harry sat down in Peter's computer chair, lounging back, "Yeah, I know it's weird. But... He's having problems and me being gone is only gonna make things worse, right?"

Peter shrugged his shoulders, putting the backpack in his closet, "It's up to you, dude."

"Besides... It should make Oscorp look a little better, too. You know... After everything that's happened."

"Yeah," Peter thought of Octavius, "I haven't been able to find Dr. Octavius yet."

"No one has," Harry reminded his friend, "You'd think someone who looks like that would be easy to spot. But, not the case."

"I have a bad feeling," Peter confessed.

"Spider-Sense thingy?"

"No."

"Oh."

"Just... I don't know... The way my luck's been lately... I feel like something really bad is about to happen."

**:::Stacy Household:::**

Simply put, Elizabeth Allan felt very guilty.

She wished so much that she gave Gwen Stacy a chance long before her big return to Midtown High. She wished she could have pushed past the wall Gwen had previously put up in front of herself. She wished she didn't go along with Flash's taunting and teasing. She wished she had been more open minded about the girl in the first place. Because, honestly, she loved hanging out with Gwen now. Dare she say that Gwen was fast becoming her best friend.

"Now what you need is arm candy," Liz teased, laughing, as the girls hung out in Gwen's bedroom. As the usual, her father was working another late night.

Gwen laughed for a moment, "That's highly unlikely."

"Why?" Liz questioned, "What do you mean? You're like the hottest girl at school now. All the guys are checking you out, and not just the jerks. Which is an admirable feat in itself."

"This is gonna wear off," Gwen confessed, "Pretty soon... Everyone will remember who I really am. And who I really am... No one wants to be with."

"Okay, let me ask you this," a fair question, "What's more comfortable? The punk-goth Gwen... Or the pretty sunshiny Gwen?"

"They're the same girl," Gwen answered, "Just... One's not hateful."

"I think... This is who you really are, Gwen," Liz said, "This is you without the walls. This is you telling the world that you want to live in it. This is you finally being brave and putting yourself out there. Gwen, _this is you_."

A small smile from Miss Stacy, "That would be nice."

"So..." more important issues to discuss, "Who do you like?"

"Uhh..."

"C'mon," Liz pressed, "There has to be somebody. Who does Gwen Stacy have her eye on?"

"Well..."

**:::The Daily Bugle:::**

"PETER PARKER!"

Uh-oh, Jameson was all riled up. Looked like Peter had managed to walk in at just the right moment, a fresh batch of Spider-Man pictures in his hand, just begging to be sold. Yesterday didn't go so well. But, he hoped today would turn out differently. Starting with getting paid for the Spidey pics.

"Good timing, Pete," Betty Brant said as she accepted the photographs, "Jonah has some big news."

A bit apprehensive, Peter entered JJJ's office, shocked to find none other than the Tony Stark standing at the opposite of Jonah, looking spiffy as ever. The instant question; Why the heck did Jameson want to see Peter at a moment like this?

"Finally, Parker!" Jameson barked, "Where the hell have you been?"

"Mr. Jameson, you do know that I don't actually work here, right?"

"Well, that's about to change!" another bark, "_Possibly_, that is."

"Can we get on with it, Jameson?" Stark spoke up, "I have places to be."

"Right, right, of course," Jameson replied, "Peter, I've gone ahead and scheduled a special photo-piece with Mr. Stark here, to open up our new website re-design next month. I want you in charge of it."

"Me?" Peter gulped, as if he hadn't already had enough on his plate lately, "Sir..."

"Okay, I'm cutting this short," Stark interrupted, "Kid, he's having you do it because he can pay you less than anyone else on his staff. And yes, you're going to take the job because you're a teenager and all teenagers need money to buy senseless things that they're eventually gonna forget about, right?"

Wow... What a jerk.

"Saturday evening," Stark finished, walking out, "Jonah knows the place and specific time. Later."

And then he was gone. Just like that. Like a genie snapped their fingers or something.

Why was Peter suddenly so afraid? He had thrown himself at danger numerous times the past few months, hurling himself at the Goblin, Rhino and Vulture. But this? This frightened him. He wasn't a reporter. Heck, he didn't even technically work for the Bugle in the first place.

"What, you turn into a mannequin or something?" Jameson remarked to Peter, "Come on, snap out of it."

"Uhh... I... Uhh... Mr. Jameson, I don't think I'm a good choice for this," Peter rambled, "I take random pictures of a superhero I stalk. It's a lot different than being in charge of a big Tony Stark piece. I-I can't do this."

Needless to say, this would do absolutely nothing to change J. Jonah Jameson's mind.

**:::That Night:::**

The house was quiet. All that could be heard was the faint sounds of the television over snoring, coming from the man asleep in the recliner. His pot belly, his messed hair, his white t-shirt, and the lamp beside him with the dim bulb. On a name-tag placed upon a factory work-shirt tossed carelessly on the sofa, it read... Octavius. This man was the abusive father of Doctor Otto Octavius.

A rather startling group of sounds came from outside, approaching closer and closer. Though, there was some shaking and rattling within the house, the man merely turned over in his recliner and continued sleeping, clueless as to what was about to transpire. The horror that was to come... Right about...

NOW!

The front door was ripped from its hinges and tossed aside with no concern whatsoever. The man woke up with a shock, unable to comprehend or even fathom what was happening as black mechanical tentacles wormed into the home, grabbing him and painfully dragging him outside, screaming in suffering and terror. Then he found himself upside-down, hanging in the air, gazing upon the horrific sight of this huge thing that looked like a blend of monster and machine, but with traces of humanity.

"WHAT? WHAT? PUT ME DOWN! PLEASE!"

"Put you down?" the painful voice of Doctor Octopus, his eyes nothing more than little red dots in the middle of fitted black lenses, "You mean... As you had done to me? Time and time again... As a child?"

Screaming and fright in the background as civilians ran for their lives.

"I-I... WHAT IS THIS? WHO ARE YOU?"

"Do you not recognize..." Doctor Octopus brought the man in closer, "... Your own son?"

"O-Otto?" the man's mind was a mess, the blood rushing and pooling into his head, "Jesus, it can't... What the hell happened to you?"

"There will be time for that later," he explained, "Time for explanations and reasons. But... Know this... I am no longer Otto Octavius. I am now... Doctor Octopus."

The tentacles released their grip, dropping the man on his head and neck, pleased with the thud. And, as Otto's father struggled with the sensation of a sudden concussion flooding his head, the claws of the tentacles danced around him, as if they were wild dogs, teasing their prey, begging their master to let them have just one little bite, one little taste of the blood.

"Otto..." the man could barely talk, holding his skull and a bleeding wound.

"I want you to witness. I want you to experience. I want you to see with your own eyes, the now inevitable downfall of this world. For so long, I've cowered in shadows, afraid of everything and everyone. Abiding by foolish regulations. No more. My intelligence will spawn a new world. One that is controlled by my superior genius. One that belongs... To me."

Sirens. Police cars and other emergency vehicles arrived on the scene. They had no idea. Small robotic things sprang from Doctor Octopus' metallic hide. They crawled to the policemen, and began firing lasers. Enough of the blasts, and the squad cars exploded into fireballs and destruction.

"Jesus," everything was a haze, "Otto, this... What are you..."

"When everything is finished," Octopus explained, chaos and destruction literally exploding behind him, "When my plans have become actions and those actions are complete and this inferior world is deceased. Then... Dear Father... Then you have my permission... To die."

_**:::::ZEROBEN'S AMAZING SPIDER-MAN:::::**_

_****There you have it. The Jury showing up here is kind of a one-off for now. This is Doc Ock's arc. Ock is a real monster in this. This is the larger than life Slott look. If you're not aware, look Ock up in Ends of the Earth and see. I loved Slott's version of Ock until recent events. 700, but we won't get into it here. I know the world domination bit is a little cheesy, but that's what this character wants. His way. Things have to be his way now and he has the know-how to do so. Of course, the permission to die coming from the Dark Knight Rises.  
><em>


	22. ARMS Part III

_After giving it more thought, I decided to keep the organic webbing in. It separates this more and cements it further as its own thing, so there you go._

**ZEROBEN'S AMAZING SPIDER-MAN**

**"ARMS"**

**Part III**

_'So there I was; The Amazing Spider-Man defending New York City from the dreaded Jury. The innocent people hiding in fright, but silently cheering for their beloved hero. Through leaps and twists, I webbed the villains, proving once and for all, that no one could stop the...'_

"Peter? Honey?" Aunt May's voice, a lot louder than anyone would have liked it to be, "You want some cookies? I know you like to have something to snack on when you get home from school."

Grocery Shopping with Aunt May.

Peter's head dropped forward, shoulders slouching, as he shuffled upward and onward, pushing the cart. Maybe it was just because he had a lot on his mind as of late, or maybe he was just whatever. But, Aunt May had a tendency to get on his nerves when they were out in public. Especially grocery shopping... Which, for some reason, seemed to bring out the worst in the otherwise nice old lady.

"15 dollars!?" she nearly shouted, "Fifteen dollars for a calendar? Holy smokes... No thank you."

A deep breath and a push forward, trying to ignore the stares and whispers. Hmm... Kind of like Midtown High, actually. Nevertheless, Peter had a lot to think about as he controlled the cart full of items for his aunt. The main thing being that witnesses claimed a monster made out of metal with tentacles for arms had attacked and kidnapped a Robert Octavius. Which, obviously, was Dr. Otto Octavius' father.

Peter knew Spider-Man should have been out there. But, the only way Spider-Man could exist was that if Peter Parker existed. He had to put the boy before the superhero. Hence, shopping with Aunt May. Besides, there were no leads on where Doctor Octavius took his dad, or exactly why. Plus, Peter had the Tony Stark piece for the Daily Bugle to worry about, too. A lot to consider, a lot to be occupied with.

Why did Otto abduct his father? And, exactly what had been done to him to make him into a monstrous machine of a man, if that was the right description. How did he go from a meek and shy scientist to a villainous terror? Of course, what happened at Oscorp must have had a big contribution. But still, there had to be more. Had something altered his mind? And above all else, what was he up to now? Was he planning something? If so, what was it?

Oh yeah, and there was also this new thing called The Jury, and his father's folder, which he entrusted to Mary Jane. Had she looked through it yet? Would she? Part of him hoped she wouldn't, though he couldn't fault her if she did.

"Now," Aunt May looking at the now full cart, "Is there anything I'm forgetting? It seems like... Hmm..."

"Maybe you should have wrote a list?" Peter asked.

May disagreed, "I pride myself on not needing a list. You know that, Peter."

**:::Somewhere Secret:::**

There was still so much to be done. Yet, the seconds unforgivingly ticked away. Little drops of rain soaking into the Earth, never to be seen or heard from again. The plans that were happening, the developments, the ultimate conquering of a world filled with wasted potentional. Soon... It would all be real. Soon... The world would be remade into an image worthy of the cosmos it was a part of. Soon... It would all be his and thrive under his capable rule.

"Same as you always were," Robert spat, arms stuck in an upward position, chained to the wall, kept off to the side like a wounded animal not yet allowed to die.

Doctor Octopus didn't look away from the work in front of him, but had heard the man's pathetic words.

"Big dreams," Robert was so weak, "Big dreamer that was always too stupid to realize his dreams were bigger than he was. You're pathetic, Otto. Always were!"

The attempt to incite a reaction from the monstrous mastermind was a failure. His father's words held no weight, not an ounce of an ounce. He was focused solely on the task at hand. And that particular task was putting the finishing touches on something that looked eerily similar to a large spider, but was metallic and mechanical. A creation of his very own.

"It does not take much to alter the history of mankind," Octavius spoke, one little mechanical spider sitting in one of his arms' claws, right in front of his freakish face, "Something as simple and ordinary as a spider-bite is capable of changing everything."

**:::Saturday:::**

Was he this nervous facing the Goblin or Rhino? To be honest, it didn't seem like he was as nervous then as he was now. But, regardless, there he was in Times Square, camera in hand with a small crew behind him, waiting for Tony Stark to arrive. Apparently, why this particular date was so important was because Tony Stark was unveiling his own line of automobiles, entitled _The Stark Future_. A car with the longest and best everything.

Surprisingly enough, everything would be going exactly according to plan. You know... If Tony Stark had decided to show up on time.

"What an ass," a fellow photographer remarked, "Late to his own piece? Where does he get the nerve? That's what I wanna know."

"It's been an hour, Pete," another said, "If he don't show up soon, I'm takin' off. Maria's gonna have my head if I'm late to dinner. Friggin' Lisa is in town and god forbid I happen to miss my mother-in-law just one time in my sad sad life."

"I hear ya there, buddy."

"Okay," Peter took charge, "I know you guys hate this. If I were you, I would too. You guys work your butts off and some stupid kid gets a bonus job like this? I don't blame you. But, please, just hang in there. I could really use the money."

"For what? One of those Galaxy X-Box Iphone ten thousands?"

What in the world?

"My daughter got one of those Iphone things yesterday. Ain't heard a word outta her. It's all texting now."

"My kids text each other when they're sittin' next to each other. Meanwhile, I can't figure out the DVR on my TV!"

Oh boy, it was going to be a long... Spider-Sense!

An intense whistling could be heard in the sky overhead. Not a second later, two of those Jury guys were being tailed by none other than Iron Man! And... Uh-oh... There were two more off in the distance, looking to join in and perhaps get the jump on the armored superhero. Forget Stark, forget the piece. It was time for Spider-Man to jump into action.

"Uh... Actually... You guys are right. Why wait for some egomaniac?" Peter rushed off, leaving them all a little dumbfounded, "Later!"

"Haha! It worked!" one cheered, "Kid finally broke. All right, guys, now all we gotta do is wait for this Stark jerk and it's us getting the limelight instead of some punk teenager."

"Probably running to hide," one laughed, shaking his head as Spider-Man swung overhead, "Kids today, right? No guts!"

Just then, a car pulled up, sporting none other than Mac Gargan inside, "Hey you. Where'd that Parker kid run off?"

**:::Meanwhile:::**

The voice of Vision could be heard inside Iron Man's armor as he caught up to the Jury members, "Sir, you have two more enemies incoming from the south."

"Good to know," Stark commented, now hovering over the Jury members who had stopped on a rooftop.

"You shouldn't be here," one said to the hero, "You can't stop us."

"Stolen tech from a little known group called the Raiders," Iron Man said, "Trust me, this is exactly where I should be. And yeah, I'm pretty sure I can stop you."

In the next instant, it was all action. The other Jury members came in fast, unaware that Iron Man knew exactly what they were doing. He fried them both with a couple well-placed repulsor blasts. In the mean time, Spider-Man joined the fray, knocking out the other two from behind with heavy clotheslines, followed by a roundhouse kick and nasty jab.

"Wow, that was easy," Spider-Man mentioned, shaking out a sudden ache in his fist.

"Hey now," Iron Man smirked underneath the helmet, "Keep this up, and I might just invite you to my next birthday party."

"What are these guys doing?" Spider-Man asked.

"That's what I'm trying to find out," Stark landed easily on the rooftop, "They're using technology stolen from a group I fought before called the Raiders. They're up to something on the east coast, I just haven't figured out what, exactly."

Iron Man continued, "This is good, though. I've been meaning to try and talk to you, see what Spider-Man is all about."

"Helping people, pretty much."

"Have you had the obligatory SHIELD visit, yet?" Iron Man started, kicking one of the Jury when they started stirring awake, "Fury loves to make his presence known."

"You're the first superhero person I've met," Spidey admitted, "By the way, where was everyone a few weeks ago when there was a Vulture in the skies and a Rhino on the ground?"

"Can't be everywhere at once, Rookie," Iron Man explained easily, "By the way... I... Wait... What's that? Vision, talk to me. Something's spiking on the radar."

Spider-Sense!

"Having difficulty in learning, Sir. Seems to be coded in some form. Very sophisticated. Like nothing I have ever seen."

"Ugh, well hurry it up or you're not getting that female AI Unit I... _Agh_!" Iron Man collapsed to a knee, some tiny robot appearing on the ledge of the building and firing some kind of electrical spike into his suit. Jesus, it was like paralysis, "Okay," pain, lots and lots of pain, "What the hell? Vision!?"

Spider-Man quickly webbed it up, but the thing merely shot through the sticky substance. It then fired a spike right into Parker's chest, knocking the wind out of him, while also taking him down. Suddenly, there were dozens of the tiny spider-like robots.

"Is this you, Spider-Man?" Iron Man fought the paralysis, but the spiders soon took over his suit and effectivly killed it, "If so, I take back the birthday invite!"

"Not me!" Spider-Man grunted, picking himself up and firing numerous webs, pulling the mechanical spiders off of Iron Man, letting them fly every which way. It wasn't easy, but he managed to get rid of them all, clearing the roof of the little pests, "It has to be the Jury, right?"

"Doubt it."

Momentarily, Iron Man's systems were back online and his suit rejuvenated, though it took its toll. Instantly, before Stark could even respond to Peter, Vision made a startling announcement, "The armor has been hacked. All firewalls are down."

"What!?" impossible, he made this thing tighter than Fort Knox, "What about the Armory?"

"Apparently, your labs and other personal effects are safe. What ever did this, they were satisfied with what was found in the suit itself."

"What's going on in there?" Peter wondered, not able to hear Vision.

"Reboot firewalls, stack them as much as possible," Stark informed his AI Unit, preparing to fly, "Double-Check the Armory thoroughly. Go through everything. We need to be one-hundred percent sure."

"Wait," Spider-Man said, "Where are you going?"

"Let me ask you a question," Iron Man took flight, but hovered for the time being, "When you come up against something new, do you always just throw it away without learning about it first?"

"Dude, I saved your life!" Parker exclaimed, "Those things were eating you alive!"

"Yeah," he started to fly, "And now I have no way to figure out why or what's being done with the information they stole from me. Rookie, you better hope you destroyed them all."

"Wow," Spider-Man rubbed the back of his masked head, "Iron Man's just as big a jerk as Tony Stark. They must be brothers or something."

It was like the lady being mugged all over again. You save someone, and then you're ridiculed. Is it like this for Captain America?

Meanwhile... In an apartment building across the street... Mac Gargan had watched the scene unfold through binoculars.

**:::Doctor Octopus:::**

His father was so weak and frail by this point, barely able to keep his eyes open, let alone attempt any sort of escape, whether it be by physical or emotional means. He had tried to play on his son's emotional issues, but that did nothing. In fact, this wasn't his son. This monster. This... Thing. This monstrous abomination. There was no more Otto Octavius, not a shred or ounce. He was purely Doctor Octopus.

While working on what he had already labeled, an Octobot, Doctor Octopus was alerted to the return of his tiny spider machines. They were a little worse for the wear, and not as many came back as were sent out, but it would seem that they survived enough to complete their first mission.

Pleased, Doctor Octopus greeted them with his warped voice and monstrous appearance, "My babies. I already know, you've done well."

Much like a horror movie, the machines chirped and crawled up his tentacles, and burrowed inside his thick black hyde made of machinery, "Ah, the Iron Man. His suit powered by his own bio-energy? Fascinating. Now, show me more and how I can use this new knowledge to increase my own power."

"Messing with superheroes," his father said, barely able to talk, trying anything at this point, "You're out of your league, Otto. They're gonna wipe you off the face of the earth. And, I'm gonna be laughing!"

Once again, he paid no attention to the hopeless prattle of a desperate man marked for death.

**:::Parker Household:::**

"While the search continues for Otto Octavius, formerly of OsCorp, one problem has been solved. A new group of villains referring to themselves as The Jury have been defeated. Through a combined effort of both Iron Man and Spider-Man, the group has been put into SHIELD custody. As of now, exactly what they were doing this past week and a half is unclear, but rest assured... Whatever it was... They are no danger to us anymore."

Television off.

"Hey," Ben quickly spoke up, "I was watching that."

May was the one behind the loss of power, "The last thing we need to hear about on a Sunday morning is bad news."

"Isn't it good news?" Ben asked, following May through the house, to the kitchen, "Bad guys were caught."

May sighed, stopping at the table, frowing, "I'm worried, Ben. Peter was in Times Square last night where all that awful stuff happened. You know how he is about photographing that Spider-Man. What if he had gotten in the way and couldn't escape? What if something had happened?"

"Hey, hey," Ben wrapped his arms around his wife, "Don't worry. Peter's smart. He knows when to back out."

Meanwhile, Peter listened from the top of the staircase...

He shuddered to think what Aunt May would do if she found out Peter Parker and Spider-Man were the same person... _Her nephew_. Maybe it was best to not think about that right then. Last night, Iron Man was busy long before Spider-Man joined the fight, and had taken out The Jury practically on his own. Not that Peter was about to complain, though. There was something else he was worried about... The mechanical spiders.

Iron Man claimed they stole information from his suit. He also didn't seem to think that it was The Jury. So... Who was it behind this and what were they doing with the info they stole? One name popped up in big flashing letters within Peter's mind, but he wondered if it was merely a product of jumping to conclusions. Still, what if it was Otto Octavius? He was known for his great mechanical inventions, look no further than the arms that extended from his body.

What was he up to? Where was he hiding? Was he even hiding? Or just biding his time? Taking his father had to mean something significant. Had to somehow be a clue. What would he do next? Would he even... No, he definitely would. You don't just steal information from someone like Iron Man and then stuff back in the file cabinet for later.

Spider-Man had to find Octavius and fast. Before any...

Peter's cell phone started ringing and he instantly recognized the number, "Hello?"

"Peter," it was Betty Brant, secretary to J. Jonah Jameson, "I know it's sudden, but I think you need to get down here to the Bugle as fast as you can."

"Let me guess... I'm in trouble for bailing last night?"

"Just hurry."

**:::Daily Bugle:::**

Most of what J. Jonah Jameson said during his tirade was a blur. Peter remembered yelling, spit flying, a cigar being dropped at least three times, and Robbie Robertson trying to calm Jameson down at least twice. This all leading up to what Jameson would end this speech with. The last three words...

"You are fired!"

Not so bad, actually. All things considered, he wasn't technically employed by the Daily Bugle. He was nothing more than a freelance photographer with only a chance for more. So, this wasn't really...

"You're not crushed," Jameson noticed, "What gives, Parker? You got ties to the Times or something?"

"No," he answered, "It's just... Well... I don't technically work here."

Robbie Robertson had joined the conversation, "He's right, Jonah. Peter doesn't actually work here. The only thing you can tell him is to... Not bring Spider-Man pictures anymore."

"No more Spider-Man pictures?" Jameson didn't like the sound of that, "Okay, kid. Listen; You're not fired, but you're also not hired. The freelance thing is the way we're going. Now, get outta my sight before I change my mind... _Again_."

"Thanks, Mr. Jameson," Peter left the office. He had gone straight to the elevator when he was stopped by Robbie, who looked like something important was on his mind, "Hey. Mr. Robertson. Thanks for helping me out in there."

"Your photographs are what's keeping us on top," Robbie confessed, "But, don't tell the boss I said that."

Peter partly smiled, "Gotcha."

"Listen, Pete," something was definitely on the older man's mind, "I don't normally pry, but I've been wondering how Harry's doing since he moved back in with his father last week?"

Peter shrugged, "I haven't talked to him. He's probably doing fine, though. Being an Osborn... It gives him a thick skin."

**:::Osborn Estate:::**

"This is crazy. I moved back into this house so I could help him. It's been a week! Why can't I see him!?"

"Your father has given me specific instructions. He is not to be disturbed... By anyone."

"Sergei, it's me! I'm his son! I doubt he meant me!"

"Incorrect. He specifically said especially not his son."

Harry gave up, shaking his head and walking away from Norman's Bodyguard, Sergei Kravinoff. He came back for his father, to be there for his father, to give him a shoulder to lean on. But, it seemed that Norman wanted nothing to do with him. Instead, he had barricaded himself in his private study room, a bed being moved in. And this was all guarded by Sergei Kravinoff.

As Harry walked away, he crossed paths with Miles Warren, Norman's Therapist, supposedly the one helping him through this trouble time. No words were exchanged between the two, and Dr. Warren was giving the go ahead from Kravinoff to go inside.

There was Norman Osborn, appearing completely exhausted, slouching in a chair, an empty glass dangling from his fingers, an empty stare in his eyes. Also in the room was Victoria Hand, Osborn's assistant.

"How long has he been like this?" Warren asked.

Victoria sighed, "All morning. Last night was rough. He kept talking to himself. Then when he finally stopped, he started crying and begging for help."

"Yeah?"

"Yes. He kept saying... _Please make him leave_. I asked him if he meant his son, Harry. He said no. Then he said..."

"The Green Goblin," Dr. Warren concluded, "It wouldn't be the first time."

"I don't understand. He's hallucinating a goblin?"

"If we were to put it simply... Then, yes, he is hallucinating a goblin," Dr. Warren shined a light in Norman's eyes and discovered the man was actually sleeping wide-awake, "But... There's more to it. A lot more."

"I'm listening."

Dr. Warren hesitated, "Doctor/Patient confidentiality."

"He can't keep going like this," Miss Hand stated, "He needs some kind of drugs or something. He has to snap out of it. I called in a special Attorney. He's flying in in two weeks. Mr. Osborn has legal issues that need to be taken care of immediately. OsCorp is falling like a house of cards. Whatever you've done before to snap him out of this... You need to do again, and right now."

Dr. Warren took a deep breath, "Oh, what does it matter? You'll find out eventually. When Norman was younger, he had recurring nightmares. These all centered around a specific tormentor. The Green Goblin. From what I've heard, these nightmares went on for years until Norman finally began acting out in his teenage years, the beginnings of a ruthless business man, I suppose. He soon realized that the nightmares stopped when he acted in this way."

"As a test when I first met him, I offered that he act in a more gentlemanly fashion. Nicer, polite. This saw the return of the nightmares. But, as he got older, the fear evolved. He began seeing the Green Goblin even when he was awake, hearing his cackling voice as clear as day. He became a cutthroat business man because of this and the nightmares and visions stopped again. But, lately, it seems the stress of everything has given this Green Goblin fear the strength to materialize. And, to be honest, I've never witnessed it this potent."

"I can give him drugs," Dr. Warren offered, "I can prescribe him pills, mild sedatives, anti-anxiety. I could supply him his own pharmacy. But... I wonder... If it will help at all."

"We have to try," Victoria Hand was determined, "OsCorp is suffering without him."

**:::That Night:::**

The curiosity killed the cat.

Mary Jane Watson couldn't sleep. Simple as that. She tossed and turned every which way. It appeared as though she were doomed to just one of those nights. Maybe watching a DVD was a good idea. Not something too good, though. She flicked her lamp on and walked over to her modest collection of DVD's. Her fingers had just grazed the top row when she caught Peter's folder from the corner of her eye.

Curiosity. She was dying to know what was in those files. What were they about? Why were they so important, and exactly why was Peter so afraid of learning the truth? She shrugged it off and returned her focus to finding a movie to watch. Yet, seconds later, the urge returned... What would be the harm in just taking a peek? It wasn't like she had to blab to Peter. No. It wasn't right. Peter did mention that he wouldn't blame here if she did look, though. No. Why not? No. What would it hurt? No. Fine!

"Project: Spider?" Mary Jane read the label. She didn't connect the dots right at first, but as she began flipping through, she discovered... "Oh my god. Oh my god, oh my god. Peter _has_ to know about this."

**:::Doctor Octopus:::**

"O-Otto... Please... I'm dying here."

The man felt like he were taking his final breaths. The end was no longer near, it was here. He had tried everything he could think of to grab Otto's attention, but nothing did any good. His fate was sealed by the monstrosity that had swallowed his son whole. Doctor Octopus was set on killing him.

And just when it all began fading to black, a mechanical tentacle reached out, holding a syringe, injecting something into the man. It was a formula devised by Doctor Octopus. One that would make certain this true villain stayed alive long enough to witness the end of the old world and beginning of the new one.

Robert's eyes opened his wide, he caught his breath, his strength returned. It was just the shot of life he needed, but wondered if he had truly wanted. All it did was extend this horrible nightmare. Extend the pain and suffering. Multiply his hopelessness.

"No," he spat, "No, I take it back! You should've let me die. You hear me!? You should've let me die!"

"I will," the Doctor's haunting voice as he turned around, revealing a chest-core like Iron Man's, "When I'm ready, you will die... Slowly... Tortuously. Full of torment and regret as you discover just how mistaken you always were about your son."

_**:::::ZEROBEN'S AMAZING SPIDER-MAN:::::**_

_The threat of Doc Ock growing. The mad scientist, the master genius. The accident at OsCorp has broken down all the walls, and the darkness is out._


	23. ARMS Part IV

**ZeroBen's Amazing Spider-Man**

**"ARMS"**

**Part IV**

Spider-Man landed atop a car, poised and ready to strike back. He dodged a lazer burst, followed by another and even one more. This ended him up on a street-lamp, firing webs at his attackers to try and slow them down, but no use. He then flipped higher into the air and stuck himself to the side of a building, just trying to catch his breath and think for a moment. Unfortunately, he didn't have a big enough opportunity to accomplish even that.

Another burst, this one destroying a set of glass windows where Spider-Man just was. He had leaped forward, somersaulting after hitting the street and jumping to the other side, landing on another street-light. These things had skills, that much for sure. These... _Whatever they were_... Looked exactly like the things that had attacked he and Iron Man two nights ago. Just... You know... Six feet taller.

Hmmmm... Maybe seven.

Possibly eight?

They could shoot right through the webbing. It wouldn't stick to them, and if he touched one, it set off an electric current that was tremendously unpleasant. What to do? What to do? Think... Think... Think...

Spider-Man dropped back into the fray, the three robots all targeting him at the same time...

"I _really _hope this works," Spider-Man jumped straight up and spun a web away as the robots all ended up blasting each other, effectively putting an end to the mechanical insanity. At least for now. Peter was set to take a closer look when there was a sudden secondary explosion. This fried the three machines into nothing but useless scraps.

Yeah... This definitely wasn't the Jury. This... It just had to be... _Doctor Octavius_. As Spider-Man flicked his wrist and shot a web across the sky, he had to wonder; Just what the heck was Doctor Octavius up to?

**:::Midtown High School:::**

Tuesday Morning, and she truly could not believe she had kept her mouth shut this long.

Mary Jane felt confident in what she believed to be the right thing to do. Yes, Peter told her otherwise, but he needed to know about what she found in the folder. For cying out loud... Peter's father had created the spiders that bit him. Peter's father also had a hand in a lot of other things. One of which being a line of experiments to try and create a new superhero... A Spider-Man. The test subject's name was Kaine and it went horribly wrong. Then there was the black suit... Which was meant to be a cure for cancer. And also another failed experiment called The Chameleon. It was all stuff that Peter needed to learn about.

Mary Jane found Peter walking the halls between classes. With a deep breath, her decision was final. She was going to tell him about everything whether he wanted to hear it or not. However, she was stopped, noticing that Peter had stopped at Gwen's locker while the girl was there. Mary Jane couldn't bring this news when Gwen was within earshot. Therefore, it would have to wait. But, hopefully, not for long.

"Hey, Peter," Gwen said, smiling as she placed books in her locker.

"Hey," he replied, "Liz mentioned something about you needing a tutor?"

"Did she?" Gwen instantly was embarrassed, but not dramatically so, "Well... I'm not sure about..."

Peter politely interrupted, "Oh, I gotcha. Well... Okay, no worries. I guess I'll just..."

Gwen's turn, "She's just trying to get me to be more social."

Peter partly smiled...

Spider-Sense! Wait... Here? Midtown High? What could it be?

"Okay," Gwen took a deep breath, "I'll just say it... Would you like to hang out some time?"

Peter wasn't really paying attention, but not because he held no interest in what the girl was saying.

"I know it's dumb for a girl to ask a guy, but..."

"Did you hear that?" Peter was oblivious.

"Hear... What?" Gwen saw this as Peter blowing her off.

Spider-Sense was still going off, but Peter couldn't see any danger in the immediate vicinity.

Gwen shook her head, Peter still not responding, "See, I knew this was a bad idea."

When the blonde began walking away, Peter finally paid a little mind, but it just wasn't enough to get her back, "Gwen... Wait... I was just... Ya know... Whatever. Ugh, good going, Parker." . No, he couldn't just let her walk away thinking she did something wrong, he didn't want her bothered by that. So, Peter took a few steps towards her, calling out, "Gwen, hold on."

"Yeah?" she stopped, looking over her shoulder, eyes going wide as she quickly turned back around and began running in the opposite direction.

Spider-Sense louder than ever!

Peter turned on a dime, just in time to find six of the now dubbed _Octobots _racing towards him. Not for anyone else, just him... _Just Peter Parker_. Not giving it a single other thought, Peter threw his backpack at one and ran away, trying his best to lure them far from the rest of Midtown High School's student body. If only it wasn't between classes and everyone wasn't clogging the hallways!

Peter cut through an empty class room, the Octobots right on his tail. No time for a quick-change into his Spider-Man gear, which also meant he couldn't bust out the webs, either. He couldn't risk more people discovering his secret identity than had already. Even without the webs... Quite the _sticky_ situation.

"What am I supposed to do!?" Peter asked himself, leaping over a group of desks and cutting through yet another class room, the Octobots not missing a step nor losing an inch, "Well, first thing, keep them occupied so no one gets hurt."

Laser!

Parker ducked just at the right moment and a chalkboard was obliterated. Then the wall next to it and a teacher's desk. Man, Mr. Quesada was going to be ticked off, for sure. He didn't even like it if you touched his desk, never mind blew it up with a freaking laser.

Someone had pulled the fire alarm! Good thinking. The school was emptying fast, word must of spread quick that this wasn't a lame drill. Losing these robots wasn't an option. Even if he had somehow managed to do so, they would just stay on the hunt and eventually find him again. He needed to take them out. And, to do that, he needed an open space, plenty of room to work with.

Peter bolted down one more hallway, seeing the double doors ahead. Taking possibly a stupid risk, he fired two webs and pulled himself faster than he could ever run. He braced for impact with the robots in tow, and crashed through the double doors. He rolled into the center of the gymnasium, ended up on his feet at half-court. He quickly spun around, finding that the Octobots had already surrounded him.

"Okay, so..." he was ready, "What are you waiting for? An invitation? Thing is... I forgot to send 'em out, so just come on your own!"

"I required confirmation," a disturbing voice spoke from all the robots at once as they shined a light from each of their eyes that formed a holographic image of none other than the monstrous Doctor Octopus, right in front of Peter Parker, "I know who you really are, _Peter Parker_. I knew even before you did. In fact, I even knew your father."

"Doctor Octavius?" Peter asked, already well aware of the answer.

"Not quite," Doctor Octopus spoke with aid from the breather covering his mouth and nose, "I've evolved into something greater. I am now... _Doctor Octopus_."

"Doctor Octopus? Okay, got it. What's with the robots? Why did you attack Iron Man and Spider-Man? What is this all about?"

"What it is about is laying claim to what is rightfully mine. However, realizing that doing so will take more time than first anticipated."

"And what's rightfully yours?"

"_Everything_."

What the...

Next thing Peter knew, the image dissolved and the Octobots all self-destructed. At least he found out what had become of Doctor Octavius now Doctor Octopus. But, what did he mean by _everything_?

**:::Osborn Estate:::**

With the insanity at Midtown High School, Harry decided on bailing and heading home early. He wanted to confront his dad, whether or not Sergei Kravinoff would allow it didn't matter. Harry had every right to speak with his own father, and no one could take that away from him. Especially not now with everything going on.

With that in mind, Harry marched through the mansion. While doing so, he spotted his father walking freely, even back in a suit and tie. Harry couldn't believe it. What caused the sudden change? At first glance, Norman Osborn was back to his old self again. Heck, even at a second and third.

"Son," Norman greeted, slightly surprised, "Shouldn't you be somewhere else? _School_, perhaps?"

Harry shook his head, still a bit stunned, "Octopus robot things showed up. Everyone was evacuated."

"Octopus robots?" so it was true, Octavius was still somehow alive, but why send robots to Midtown High School, "Are you all right?"

Harry nodded, "Better question; Are _you_ all right? You've kept yourself locked up for days."

Norman sighed, "I know, I apologize for that. But... What's important is I'm beginning to feel more like myself again and I want to make the most of it."

More like himself? Didn't seem that way to Harry. His father apologizing and being so nice was far from a prime example of him acting more like himself. In fact, the exact opposite. What in the world was going on here? Looked like his best friend wasn't the only one with some detective work to take care of.

"Is there something the matter?" Norman asked his son.

"No," Harry played it off, "I'm good. Just... Glad you're back to... _Being yourself_."

"And I'm glad you're alright after what happened at the high school," Norman placed a hand briefly on Harry's shoulder, "Considering everything that's happened lately, the Osborn's need to show the world that we're strong enough to deal with anything that comes our way."

Seriously, this was really starting to get on the weird side.

**:::Parker Household:::**

A little bit of luck. Maybe not much, but something was always better than nothing.

It went unseen by others, but after the little Midtown High robot invasion, Parker was able to sneak away some parts of the machines. It wasn't much, but he was hoping it was enough to at least get a good idea of how the clockwork mechanisms made the clock chime, so to speak. Probably not the best metaphor, but here's hoping you get the picture, anyway.

Maybe it was some more good luck, maybe it was just a fluke, but one of the parts that Peter was able to retrieve seemed to be a core component. At the very least, looked like it might be. Working on that assumption, Parker decided to investigate. He did so by carefully taking it apart, little by little, until he found a miniature hard drive in the center, appearing to not have sustained any significant damage.

Risky? Perhaps. But, Peter connected the drive to his own computer, finding heavy encryption. At first blush, he was prepared to give up. But, either curiosity or determination, not sure which, fueled Peter to dig further. He tried a few techniques he learned over the years to crack the supposed codes. Nothing doing. The farthest he could get was a window of random numbers and letters.

He sat back for a few minutes, staring at the screen, the encryption almost taunting him. How could he break through the barrier? What would it take? Was it even possible?

"How goes it, Sport?" Uncle Ben entered the room, door already open.

Peter shrugged, rubbing the back of his head, "Just working on something."

"Computers," Ben chortled, "That was always your dad's thing. I'm lucky I can figure out the microwave."

Peter nodded, mind more focused on the task at hand.

"Homework?"

"Yeah," and it was, in a way, though more so for Spider-Man than Peter Parker, "Kind of having some trouble with it, though."

"Really?" a bit surprising, "I don't remember the last time I didn't see you fly through something. What is it that's got you stumped?"

He just went with it, "Basically... The assignment is to try and un-encrypt encrypted data. Which, I've done before but this one is trickier," he noticed his uncle was already confused, "Okay, it's kind of like... An electronic puzzle."

"Well, that's easy enough," Uncle Ben responded, "Every puzzle is the same, Pete. Just gotta put 'em together one piece at a time."

Ben patted Peter on the back before leaving the room, "Dinner in ten."

"Okay," Peter answered, looking at the monitor a little differently now, "I'll be down."

Piece by piece. One step at a time. Encrypted Data. Code. Doctor Octavius. Doctor Octopus. Genius, arms, robotics, machines. His work is what was closest to him. Everything. Wants everything. Power. Wants power, demands respect.

Peter started punching in keywords, nothing worked at first. What was it? What was they key? Maybe it wasn't as simple as one password. That's right, it couldn't be. This was Doctor Octavius, this was a man turned into a genius monster.

Random numbers and letters, that was all that was on the screen. But, that's when something occurred to him. It seemed so stupid, but had to be the key. He looked a little closer, discovering that there were exactly eight eights. Coincidence? Maybe. But... Peter gave it a shot, typing in the word eight exactly eight times. His eyes perked up, little boxes appeared over where the eights were.

"PETE, TIME FOR DINNER, GET IT WHILE IT'S HOT," Uncle Ben shouted from downstairs.

"Yeah," Peter said, "I'll be there in a minute."

He shut his bedroom door. He clicked on each of the eight boxes. The screen immediately went blank upon the last click and then it came back, giving him view of some kind of files. Otto Octavi... Doctor Octopus' files. Most of this stuff was useless to Peter. But, upon closer inspection and some deeper digging, he managed to uncover a GPS of some sort. His eyes then went wide, realizing that there was a good chance that this could lead him directly to Doc Ock.

Hey... _Doc Ock_... Nice!

Minutes later, Ben knocked on Peter's bedroom door. When he didn't hear anything, he decided on going in. What he found was no Peter and an open window. Where had the boy run off to now? The window? No doubt running after Spider-Man again to snap some photographs. Maybe May was right all along... Maybe it wasn't such a good idea for Peter to follow around a superhero.

**:::Doctor Octopus' Lair:::**

Doctor Octopus looked over himself... Over what he had become. The transformation. Metamorphosis. The hardened hyde-like suit he was currently inside now had a chest-core much like Iron Man's, but larger. Yes, the suit was finished now. It was more than enough to not only keep him alive, but grant him everything that he could possibly desire from it. There were repulsor rays, a computer, a life-support, it truly was everything. And when you wanted everything, you needed everything to obtain it. At least, in this case.

However... Little did Doctor Octopus realize... There was a nosy little spider clinging to the ceiling. Or, did he, in fact... Notice...

"Did you know," Doctor Octopus spoke through the breather, "It is possible for a spider to be caught in a web. To be trapped within its delicate yet deadly design?"

"Time to take away your medical license, Doc," Spider-Man dropped to the ground level, confronting the larger than life Doctor Octopus, "You have to stop what you're doing. I found you... It's over."

"While finding this place... Did it not cross your mind... I wanted you to find me?"

Spider-Man's lenses narrowed. Damn it, a trap! He walked right into a...

A dozen of the Octobots popped out of nowhere. Spider-Man jumped around, dodging their attacks as they blew away the equipment stored in this underground hideout. Doctor Octopus backed away out of the fight as he watched his mechanical minions do the dirty work. Sadly, they weren't enough to take down the so-called Amazing Spider-Man. The arachnid hero defeated them all. Though, not without needing a few seconds to catch his breath.

That's when Doc Ock struck!

Four arms extended faster than thought possible, holding Spider-Man wide open by his limbs. The villain then brought the hero close to him, inspecting him like a child with a bug in a jar as his chest-core powered up, preparing itself for a blast that would eliminate Spider-Man altogether. Seconds to spare, Parker had no other choice but to twist his wrists just enough to be able to fire web blasts into Doc Ock's face and breather apparatus.

Not a lot, but enough for Spider-Man to wiggle out of Ock's grasp and land safely on the floor. As Ock tore away the webbing with his mechanical arms, Spider-Man spun two webs, shooting them past the villain, to the wall, and then pulling back with all his might. But, though he was distracted, it was like the other arms acted independently and moved him out of harm's away.

That's when Spider-Man spotted the abducted Robert Octavius, being hidden behind the now broken wall. Spidey quickly zipped over, grabbing the weak man. Unfortunately, the good doctor had recovered from the webs in his eyes and fired a fast repulsor blast. Spider-Man ducked and covered up the man, saving him from falling debris and a couple small fires that had begun forming.

"He's your father!" Peter shouted, spinning a web and swinging Robert to safety for the time being.

"He's more of a monster than I!" Doctor Octopus roared angrily.

A ledge overlooking the area. That's where Spider-Man dropped Robert for now. But, just as he was about to jump back into action, Robert stopped him with a warning, "You don't know what he's doing! He's going to seal off the city. He wants to make it his own island!"

"What?" distracted, Parker was grabbed by a tentacle and then thrown to the opposite side, crashing into a large machine of some sort, looked like a friggin' science fiction super computer, for cying out loud.

"You can't stop me," a repulsor blast to keep him down, "It isn't possible."

"What are you up to!?" Parker shouted, feeling the pain, slowly picking himself up, one arm clutching at his abdomen.

"This," his arms gestured outward, "Is not sufficient enough a space to design my master plan. I require something... Bigger."

Another repulsor blast, but Parker maneuvered out of the way with help from his webs. He had stuck himself to a wall, overlooking the destruction and building fires, "The whole Island? You're insane! Delusional!"

"You doubt my genius," Ock realized, followed by the sudden appearance of a mysterious gas, "However... Soon... There will be no room nor reason... For doubt."

"No," Spider-Man zipped over to Robert, quickly grabbing him and swinging out the way he came in. It was painful, but oh so necessary. Looked like this wasn't the first or only time he would be meeting up with Doctor Octopus.

**:::Parker Household:::**

"You need to have a talk with him, Ben. You know Peter, he doesn't listen to me."

"I just can't believe he would run off like this, and using a window just to avoid us? It's craziness."

The conversation concerning their nephew was put on pause when they noticed a tiny little machine crawling down the staircase. They weren't even scared... Just taken by surprise. They both watched as it very casually stepped down the stairs with its tiny little metal legs, and walked over to them, jumping onto the table and examining them.

"If these are the kinds of things Peter makes, he needs to lock them in a cage," May noted.

"It is a little creepy," Ben agreed, "And why is it staring at me? I... I'm assuming that little light is its eye?"

It crawled a few inches closer to the older man. Then up his arm and hopped onto his head, staying there.

May didn't know what to do, "I don't like this. It's just too weird. I'm going to bed."

"May!" Ben exclaimed, the robot on top of his head, May going upstairs, "Don't leave me alone with this thing!"

**:::Somewhere Safe:::**

They landed on the rooftop of a hospital. For now... It was the safest place for Robert Octavius to be. For one reason or another, it seemed the threat of Doc Ock was silenced for the immediate time being.

"Thank you," he was busy catching his breath, "He... He's crazy. That thing is not my son."

Spider-Man was perched on the ledge, back towards the city he swore to protect, "You said he wants to seal off the city... You mean all of New York City?"

"Yes," Robert nodded, "He has this... Plan. Doing what he's been lately is just step one. He made that suit protecting him to be like Iron Man's armor. Once he did that, he realized he was even more powerful than he thought at first. When that happened, he decided to take things slower."

"I'll stop him," Spider-Man was confident, "I don't know how yet. But, I will."

Robert laid on the cool surface of the roof, gazing up to the stars, "I feel like this is my fault. I... I was never world's greatest dad. I never treated him like I should have. Maybe if I make it up to him somehow... Maybe he won't go through with it."

"It's too late for that," Spidey spoke, "Best thing you can do is keep yourself safe. Anything else... And you'd be just making more trouble."

**:::Parker Household:::**

When Peter Parker climbed through his bedroom window, minus the suit, he wasn't shocked to find his uncle Ben sitting there in his computer chair. He sighed and stepped inside the room, understanding that punishment was on the way.

"I know, I know," Peter tossed his backpack down, "I'm sorry."

Ben nodded, "Little too late for sorry, Pete."

Would an explanation even help at this point?

"You're out and about all hours of the night," Ben pointed out, "You're breaking promises and curfews. You're taking years off our lives with worry. I know it's not what you want to hear, but you need to stop following that Spider-Man around."

"I'm okay," Peter defended himself, "I'm not in danger. I'll be fine. I'm not a helpless little kid, I can take care of myself."

"Says the boy who was out of breath last Summer mowing the lawn," Ben stood up, "It's tough love time, Pete. You're no longer allowed to go off and..."

Pete interrupted, the anger starting to rise, though he kept it in check, "I'm making money! I'm helping to pay the bills!"

"It's a done deal," Ben started walking away, "And, by the way, keep your science projects locked up. That damn thing was crawling all around the house tonight. Sat on my head for ten minutes."

Peter cocked an eyebrow at that last sentence as the bedroom door was shut by uncle Ben. Science project? What was he talking...

"Peter Parker," Doc Ock's voice, causing Peter to turn swiftly, ready for a fight, only to find another hologram coming from a small robot, "Don't worry. New York is safe... For now. That much I promise. However, soon... It will all belong to me. Now... As far as what you are seeing now? Let me explain. You took someone away from me. Therefore, when the time is right, I will take someone away from you."

No!

The little machine sparked and malfunctioned, effectively killing itself. And, this time around, there was nothing left for Peter to salvage except for a burnt spot on the floor. The thing was watching Uncle Ben... Doctor Octopus wanted payback for Peter rescuing his father. Not to mention, Peter was pretty much grounded for an as of yet in-determined amount of time. It was all a bit too much to handle... And making things worse...

Peter happened to glance through his window and saw Mary Jane in her own, holding up the folder with a note in Sharpie that read...

"You have to see this."

_**::::::::::ZeroBen's Amazing Spider-Man:::::::::::**_

_Open ended arc wrap-up? One of those deals that some will like, some will hate. But, by doing it this way, you're shown that Ock is truly someone to be feared and is a full step ahead of Peter at all times. Also... Did Spider-Man actually hurt Ock by rescuing his father? Or did the mad genius want him to do that because it will make Peter fault himself for Ben becoming a target?_

_So... New Arc on the way! "Menacing" is the name. Be on the look-out, it may come sooner than expected._


	24. Menacing Part I

**COVER - **Money-Shot of Spider-Man web-swinging through a snowy New York landscape, Christmas decorations here and there.

**ZeroBen's Amazing Spider-Man**

**"Menacing"**

**Part I**

The New Kid.

Somewhat of a High School ritual, the new kid showing up. This time around, it was Lilly Hollister, the beautiful brunette daughter of Attorney Bill Hollister, whom had flown in just last week from the west coast to help Norman Osborn pick up the pieces and put Oscorp back together. Wouldn't be easy, considering Oscorp was blamed entirely on the creation and still-wanted status of Doctor Octopus.

Ironically, Harry Osborn was downright smitten with the new beauty, whose father was helping his own.

"Hello?" Peter snapped his fingers as the usual group of friends, now including Gwen Stacy, sat together at the lunch table, "Earth to Harry? Is the connection clear? We need to re-establish contact."

"Forget it, Peter," MJ said, snacking on a small bag of chips, "He can't hear you. He's in _loooooove_."

"Yeah, dude's somewhere out on cloud nine," Randy Robertson added.

"Eh, you're right," Peter accepted defeat, about getting his best friend's attention, "So... What's everyone doing on Winter Break?"

"Nothing," Gwen mumbled, a bit jaded, "Being the Police Chief's daughter sucks. Even though nothing's happened in like a month... He still wants me home."

"His heart's in the right place," Mary Jane noted.

"I know," Gwen agreed, "But still... I don't want to spend my entire vacation cooped up. I finally have friends to spend time with," a quick glance to Peter, "I want to be able to actually have fun for once."

Yes, Peter Parker and Gwen Stacy were becoming closer. Though the two had yet to make it official and take the next step. It didn't help matters that Peter was just recently off being grounded and Gwen's father was holding her every move under a microscope. But, for now, they were happy just enjoying each others company when they had the chance. It was going slow... But neither of them were in that much of a hurry, so it was all good.

"Look at her," Harry crawled out of his trance, "How can someone be that beautiful? I didn't know it was possible."

Peter arched an eyebrow, "Weren't you just saying the same thing about Liz Allan last week?"

"I'm like a shark, buddy," Harry answered, "I gotta keep moving. If I can't catch one fish, I gotta set my sights on another. And, my friend, there is no better fish in the sea than Lilly Hollister."

"Back on the subject of vacations," Mary Jane re-directed the conversation back to its earlier point, "Mr. Beck hasn't been happy with us lately. He wants everyone to _practice practice practice _- his words - during break. So, that's what I'll be doing."

"I'm gonna be visiting family in Pittsburgh," Randy announced.

"I'll be working with Doctor Connors after Christmas," Peter mentioned, finishing his meal, warranting an eye-roll from the rest of the table, "What? Science is exciting. I'm telling ya, you guys are missing out."

Randy laughed as he got up, leaving the table, "I'll keep that in mind, Pete. Later!"

"Science would definitely be more exciting than constant Netflix," Gwen pouted, getting up and leaving, "C'mon, Harry, we have next period together."

"Farewell, my love," Harry said quietly, still gawking at the beautiful Lilly Hollister from across the cafeteria.

Once the coast was clear, Mary Jane took a seat next to Peter, speaking very low, "I know something else you could be doing during break."

Peter shook his head, immediately getting up to leave, "I already told you; I don't wanna know what's in there."

"Peter," Mary Jane followed closely, pressing the issue, "You won't believe all the stuff your dad knew about before it became common knowledge. You need to know. I mean... You owe it to your father to..."

Peter stopped on the spot, his head snapping around, eyes full of anger, glaring at the redhead, "Don't say what you're about to say."

"Okay, okay," MJ backed off, "Don't shoot."

**:::The City:::**

Spider-Man swung his way through the snowy city, keeping an eye out for trouble. It wasn't night, so he didn't need to worry himself with coming home at a certain time. It was a welcomed freedom that gave him the chance to think about recent things and clear his head of clutter.

_'I shouldn't yell at her... Shouldn't be mad at her. I guess I'm just frustrated. Why won't I look at what's inside the folder? What's holding me back? What am I so afraid of? Now would be a perfect time to do it, too. There hasn't been any trouble, no new supervillains to worry about. It's been quiet since Doc Ock dropped off the radar. He hasn't made a peep and I haven't been able to dig up anything. And trust me, I've tried.'_

Spider-Man turned the corner, swinging around a very tall building, the sun reflecting brightly off the snow that had gathered.

_'Christmas is in two days. Things have been okay lately, I should be happy. I mean... I almost have a girlfriend. Yes, Peter Parker may actually have a girlfriend soon. But, at the same time... I'm scared. Too many people know who is underneath the mask... Doc Ock's already used it against me. Chasing a relationship with Gwen... I'm endangering her safety. Just by knowing me... People are in danger that otherwise wouldn't have been. Not a second goes by that I don't worry about Uncle Ben not being home when I get there. I... I can't..."_

Spider-Man turned his body, propelling himself up while snapping the web-line, and landing on the corner ledge of a building, the faint sunlight reflecting in his bug-eyed lenses as it barely peeked through the thickening clouds.

_'With great power comes great responsibility. I have to keep the ones I care about safe, no matter the cost. I have to use what I've been given for the greater good. And what if what's inside my father's folder is something I can use to be a better hero... A better person? Is it my responsibility to see what he left? Did he leave it behind solely for me? Did he... Did he know what was going to happen to me?'_

Spider-Man extended an arm and flicked his wrist, firing another web. More swinging was in order. Still some left over clutter to clear out.

**:::Television News Report:::**

_"It has been made official, folks; There has been a huge turn-around in Oscorp. As part of what is being called the rebuilding and rebranding of the company, Victoria Hand - Norman Osborn's Executive Assistant - has announced on his behalf that all scientists and doctors have been released. Due to the speed in which this has happened, Miss Hand has stated and assured everyone affected that they will be compensated fairly. This is big and proves what many believed might happen. It would seem that Norman Osborn is indeed going ahead with trying to save his company. Early reports from the rest of the business world claims reactions are mixed to positive. But, one thing is for sure, Norman Osborn is not going down without a fight, even in the face of explicit danger. As always, more on this story as it is made available to us here at New York News Now."_

**:::Christmas Eve:::**

Max Dillon never did have that much in life.

The only decent thing he was able to hold onto was his job as an electrician at Strand Electric. Apartments, girlfriends, belongings, friends, even family members, they all came and went for Max. He wasn't the clinically depressed type, but he was certainly not the happiest camper. It was the little things, though. The little things that made him smile, made him feel good and like he had done something at least close to right.

Case in point, he had been invited to Christmas Eve dinner at the Parker household. He was definitely the odd duck, with everyone else either related or close friends. But still... He wouldn't complain. Ben Parker had promised to give Max a chance and he fulfilled that statement. For the first time in a while, Max felt like he belonged somewhere.

"Thanks for everything," Max said as the dinner wrapped up, speaking to everyone, "This was really nice. I haven't had a meal this good in a long time."

"Hey," Ben slapped Max in the back playfully, "I told you I'd take care of ya, right?"

"That you did," Max smiled, shaking hands with the older man, "I gotta get going, though."

"Thanks for coming, Max," May said as she and Ben escorted Max out to the front door, "It was nice meeting you."

"You too, Mrs. Parker," Max put on his coat, then his yellow and green hat, ugly-looking thing but he loved it, "The food was great."

"Are you sure you don't want a ride?" Ben asked again, possibly the fifth or sixth time he had that night.

Max shook his head, "I'm good. Thanks, though. You're back on Wednesday, right?"

"Yes sir," referring to work.

"See ya then," Max gave a wave as he headed out the door, pulling his hat down as the cool breeze picked up and the crystals of light snow crunched under his boots.

**:::Upstairs:::**

Almost midnight.

At a moment when the majority of children were asleep in hopes of Santa Claus arriving soon and parents doing what they can to make the holiday perfect... Peter Parker felt a similarity. One in the way he was seated on his bedroom floor in the dark, cross-legged, his aunt and uncle fast asleep, his father's folder in front of him, almost telling him to open it up. Mary Jane had told him it was important to open it. In a way, even though he wasn't there, it was like his father was telling him the same thing.

No more hesitation. He needed to see what was inside. He needed to know the answers... Know exactly how deep his father's involvement with the way the world had become was. It was him. It was part of him. It was part of who he was, who he had become, who he would be. His DNA. A deep breath or two later, Peter prepared himself and then...

His head flinched to the side suddenly, eyes shifting towards his closed bedroom door. The phone was ringing. It never rang this late... At least not unless it was an emergency. Curiosity took over Peter's attention for the moment and he walked up to his door listening closely. Seconds after that, he heard his uncle Ben shuffling through the upstairs hallway, trying to wake himself up while grabbing his shoes and a warm jacket.

"Ben," May had followed, but staying in her robe, "Ben."

"I'm sorry, May, I got to," Ben said, "He doesn't have anyone else. Don't worry, I'll be back soon. I love you."

"Please be safe," she was worried, "The roads are likely covered in ice."

"Go back to bed, I'll be fine, I promise."

"Okay... I'm trusting you Ben Parker. Give Max my best. I hope he's all right."

Max? Obviously... Max Dillon. The young man Peter's uncle had kind of become a mentor to. Judging by the short conversation, Peter guessed an injury. Could have been nothing more than an accident. Max didn't drive though, had he been hit by a car? It was something hard enough to send him to the hospital. At least... Peter guessed. It very well could not need Spider-Man. Regardless though... His uncle out this late on icy streets? No, uncle Ben was a capable driver and very able of taking care of himself.

But, damn it... A little feeling in the back of Peter's mind wouldn't let this rest. He huffed and grabbed his Spider-Man suit from the closet, then went for the window. Worst case scenario... The superhero wasn't needed and he could return home without anyone the wiser.

**:::In The City:::**

What happened to Max Dillon...

It was a bit colder than the weatherman predicted. No big problem, though. Max had lived in the northeast all his life and was used to the cold. After awhile, it's like you develop a second skin to handle the lower temps. So, Max kept on walking... Spitting the occasional Happy Holidays to the passer-by's he came across. Some returned the gesture, some didn't. Usually, he would be one to not care about such things. But, this year was different. This year, he had a good friend, a warm meal in his belly and his job was more secure than ever. Hell... He felt a little like Scrooge on Christmas morning. Things were finally starting to look up for a change.

While walking down a lonely side street, Max spotted someone from across the way. They were covered in a blanket or maybe just a large cloth thing. Face hidden, they shuffled weakly down the sidewalk, staggering, nearly falling. Any other time, Max would keep on his path and not look back. This year wasn't the same, though. He had the Christmas spirit in him this time around and wanted to help out.

Max picked up his pace and moved across the street, catching up with the ailing person, "Hey there, are you all right?"

"Woke up, woke up, just woke up," a raspy and scratchy voice that didn't sound human at all.

"I have a little money," Max offered, "What if we get you somewhere warm and call a cab?"

"Go away, far away, far away from here, far away from me. From me. Myself. I, who is me. But... Who am I?"

Max knew a drug high when he encountered one. The voice inside told him to leave it be, but he was determined to help out someone else like he had been by Ben and May Parker, "Listen, you don't sound too good."

"I said go away!" an inhuman grey hand with long nails and covered in purple wrappings shot out from underneath the blanket, tightly clutching Max's throat, "I said what I said and what I said..." evil yellow eyes glowed from within the shadow the blanket formed over the face, "... Go! Leave!" then Max was thrown through the air into a brick building, his back cracking upon impact, shoulder popping out of joint, concussion already present, "LEAVE ME ALONE! ALONE IS WHAT I WANT TO BE!"

Max couldn't move, his body merely slumped against the wall, eyelids drooping.

"Witness," the voice spoke, head turning side to side sharply, "Witness, witness? No witnesses! Not here, not now, no no no, not ever. Not ever before, not ever again! Oh no..." it cried, "Witnesses are bad... Witnesses tell... They tell the people... The people come... The people... NO WITNESSES!"

The figure jumped forward, grabbing Max again, blanket falling back, revealing a grey-skinned monster with one small horn on the left side of its forehead, and its body covered in crude purple wrappings and clothing, "I'm sorry... No! I'm not sorry! I'M NOT!" it threw Max through the air with ease and his body crashed violently into an electric pole, the wires falling and touching him, electrocuting him continually until all the juice had been drained from them.

The monster giggled mischievously, clapping its hands and grinning across its grotesque face. Then it stopped abruptly, worry and stress appearing, "What now? What to do? Get away. Far away. Far away from here... From him, the man, the man who did this. Who did this? Who am I?" then cried out in suffering, "WHO AM I!? TELL ME PLEASE... WHO AM I?"

On instinct, the monster leaped as high as possible, landing easily on a rooftop and scurrying away into the dark of Christmas Eve night.

Max was left behind. Skin charred black, lifeless. Momentarily, people came outside from the buildings and gathered around, some daring to use the cameras in their phones to share the brutality with others.

**:::Hospital:::**

Ben Parker had seen his share, but this was by far the most gruesome. Standing there in the hospital room, watching over Max as almost a father figure, Ben still couldn't believe it. Max had been electrocuted, singed to a damn crisp. How he was still alive... Ben had no clue. In fact, the doctors and nurses had none either. By all rights, Max should have been dead. Yet, there he was, still breathing, albeit placed into an induced coma because of overwhelming pain.

"If you can hear me... Don't you worry," Ben re-assured Max, perhaps in vain, "We're gonna get you through this."

Meanwhile... Outside and across the street... Spider-Man watched while enduring the building snow and declining temperatures. By now, it was officially Christmas. Also... It was official that Max had been attacked. Something this devastating wasn't an accident. Was it something Spider-Man should begin investigating? Of course. Peter put his father's folder on the back burner, this becoming priority number one. Anybody who would do this, needed to be handled as fast as possible. There was no telling if...

Spider-Sense gave him the alert... Peter then noticed a shadowy figure standing at the edge of the tall Hospital roof, rags for clothing blowing to the side in the cold winds. A fellow superhero having heard of the incident? Spider-Man had to make sure, so he spun a web. However, just as he did, the shadowy figure leaped away to another rooftop, then another as it hastened an escape. Webs weren't working all that great in the cold, considering that most surfaces were slick with thin ice or otherwise frozen patches. Besides... By the time he was on the hospital roof and ready to continue, Parker had already lost track of the figure.

"Who was that?" Spider-Man wondered aloud, the snow picking up speed as it fell.

**:::Stacy Household:::**

She was a teenager. He understood that.

All the same, Gwen's new attitude of being more outgoing was both a blessing and a curse. At least that's how George Stacy was concerned. She lived her life now, she was happier, she was thankfully bouncing back from the traumatic ordeal with Crime Master. Yet, at the same time, she was out later, she was breaking plans and promises, had even blown off spending Christmas Eve with reuniting family members.

George had to nip it in the bud. Dr. Warren had warned him to keep up a certain distance with his daughter, all the while not being hesitant to step in and intrude if warranted. And, trust him, being Police Captain, George knew all about warrants.

"I know, I know," Gwen barged in through the front door, kicking off snow-covered boots and flinging her jacket on the rack, her cheeks red with cold, nose running, lips nearly blue, "Please don't yell, I have a massive headache."

"I don't plan on yelling," George followed her, the two of them walking past the Christmas tree en route to the kitchen where she quickly started up a steaming cup of tea, "But you better plan on explaining yourself."

Shivering, she stood next to the radiator vents, loving the warmth right about then, "Nothing to explain."

"Oh, really?" he managed not to yell, but he was certainly angry with her, "You can't explain why you ignored a holiday dinner with your family?"

Gwen sighed, biting back anger of her own, "I didn't feel like going. I told you that ten times but you didn't listen to me. For someone trying to play the _cool dad_ part, you don't listen at all."

"Okay," George relaxed a little, "You're right. You're right about this one thing, but it's because I really thought this would be good for you. Not to mention, everyone has been worried. They love you, Gwen. Little Emma was asking about you. Shailele, too."

The thought of disappointing her younger cousins was a low blow on her father's part. A tear or two instantly spilled, but Gwen quickly shrugged it off, "You wanted me to have a life of my own. You wanted me to be out there, you wanted me to have friends. Now I do... And you're pissed off at me for it!?"

"Not true," he quickly denied, "I'm upset about you skipping out on plans. Not taking responsibility for your actions, and being so secretive about things lately. I mean, all right, where did you go tonight?"

Gwen chuckled sarcastically, "What does it matter?" she pushed past her dad en route to her bedroom, forget the tea, "You'll bitch about it no matter where I was."

"You can stop with the language. Gwen... Gwen!?" her door had been slammed just about as hard as it could without the hinges breaking off. "Damn it," he sighed to himself, "Honey, where are you when I need you? Our little girl is growing up too damn fast."

In her bedroom... Gwen hit her knees instantly, a headache roaring through her skull. She quickly picked herself up and dug through her night-stand drawer, picking at the false bottom, revealing a proverbial pharmacy of pills. She grabbed the one marked Vicoden and popped three into her mouth without another thought. Soon... She was able to rest and fall asleep.

What's the big deal about Christmas, anyway?

**:::Osborn Estate:::**

Despite the holiday, Norman Osborn was keeping busy with work.

Soon, Oscorp would relaunch. Not yet public knowledge, the brand new team of scientists would be announced on New Year's Day. Norman felt confident in who he had in mind. Nothing was concrete decided yet, but oh so close. It was all but locked up. Thinking of the scientists... Norman's mind drifted to Van Adder and Otto Octavius. Adder deceased after transforming into a Goblin creature, and Octavius nowhere to be found since the last run-in with Spider-Man.

"Sir," Victoria Hand came over the intercom system, Norman being in his personal study, "You wanted to know where your son is?"

"Yes," Norman answered, paying more attention to the many papers on his desk than his assistant.

"He's unaccounted for," a clinical sounding yet honest answer, "I have no idea where he is."

Norman's brows lowered, his attention taken away from his work, "But he's here, yes? Somewhere on the property... Most likely digging through old files again."

"No, Sir," the response, "He informed me earlier that he would be meeting friends for dinner. But... He still hasn't returned, and I haven't been able to reach him on his phone, either."

What the devil?

"Well..." Norman kept himself cool, though a voice whispered in the back of his mind, "Let's not jump to conclusions. I'm sure he's fine. Just let me know if you hear from him."

In the window behind him, and as he spoke, a lone strip of purple cloth fell through the breeze and snow, easily seen in the bright moonlight, but going un-noticed by Norman.

_**:::::ZeroBen's Amazing Spider-Man:::::**_

_Back again... Hopefully to stay. A lot happens in this one little chapter, I see Menacing as a fitting title to the arc. And yes... the "monster" is basically this universe's version of the 616 Menace. A little different, though. Inspiration was Darth Maul at the end of Clone Wars Season Four. The fractured psyche and broken mind unable to truly process what's happened. I'm optimistic but I hate to jinx it... There is more on the way this week.  
><em>


	25. Menacing Part II

**COVER - **A Christmas present with a new Spider-Man suit inside. Classic Design.

**ZeroBen's Amazing Spider-Man**

**"Menacing"**

**Part II**

Christmas morning.

Uncle Ben was the big spender this year, having bought the newest camera for Peter and providing fancy jewelery for Aunt May. Of course, she instantly scolded him, despite also thanking him. It was nice. Seeing them smile and enjoy themselves. There was a dark cloud over head, though. Uncle Ben was obviously still worrying over Max Dillon. Still alive, somehow. Still in a coma. As for Peter, he was very happy with his new camera, thanked his uncle about ten times over for it. But, at the same time, he had his own clouds to think about. The mysterious figure at the Hospital, his father's folder, etc..

Peter's cell phone jingled, sounding the familiar tone of a text. It was from MJ. She wanted him to go over her house so she could give him his present. Crap... He didn't get her anything. In fact, he hadn't gotten anything for anyone. He had been so wrapped up in his own world, he had forgotten about buying presents. Definitely something he would have to make up for in the near future, for sure...

Inside of Mary Jane's house, her aunt gone to visit May and Ben for a little, MJ handed Peter the box. Gift-wrapped, most certainly put together with kind thoughts. That goofy smile, his shaggy hair a little messy, he looked to his friend before accepting the gift, "I... May have... Possibly... Not gotten you anything."

She laughed a little, shrugging it off, "So?"

"Just... Ya know... Pretty rude of me."

"Open it," she encouraged him, "I worked hard on this damn thing, so you better friggin' like it, Peter Parker."

Peter opened it, his eyes wide at what was awaiting him inside. It was a new Spider-Man suit. A whole different design. It felt different, too. A better material, slightly thicker, more durable, yet stretchier. Pre-occupied with this present, he almost didn't hear Mary Jane as she began explaining...

"Mr. Beck is, like, the king of costumes," she said with a smile, "It took a little sneakin'... But, I snatched all the things I needed to put it together. And not only does it look better - _No offense_ - it should work better. Maybe not rip every single time you go out."

Peter sighed, "Yeah, Aunt May has wondered why she's running out of thread so fast."

MJ cocked a brow, "Why didn't you just buy your own?"

"Good question," Peter wondered the same thing after she mentioned it, still holding up the new suit.

"So... Merry Christmas?" her way of asking if he liked it.

Of course he did, and he answered by smiling and giving MJ the best best-friend hug he had in him, "Yeah, this is awesome. Merry Christmas, MJ."

"I nabbed enough for spares, too," she mentioned, "In case you need them."

"Cool," he nodded, "Thank you."

Cutting the time between friends a bit shorter than desired, Peter's cell phone rang, "Harry, hey! Merry..."

"I need your help," it was definitely Harry, and he was _definitely_ in trouble by the sound of his voice.

"What's going on?" Peter asked, instantly worried.

"Meet me in front of the Cafe closest to ESU," and then he hung up.

What the heck was that about? With a knowing glance, Peter was set to run out the door to meet up with his best friend. But, then he remembered... There was something that he needed to do first...

"I'm sorry," he said to MJ, "I shouldn't have yelled at you. I shouldn't have..."

MJ sighed, shaking her head, "It's okay. Just... I guess... Maybe don't do it again?"

He partly smiled, "I promise; I won't."

**:::The Hospital:::**

Still Alive... But Still In A Coma.

Max Dillon baffled the doctors. Considering the extent of his injuries... Considering he was also electrocuted... He should have been deceased. Yet, there he was, still breathing in the hospital bed. Hooked up to machines, meds pumping into his body 'round the clock, but his heart was still beating. At the moment, interns were allowed to go into the room with the doctor in charge, he seeing this as a once in a million teaching opportunity.

"As you can see," he said, "The patient has endured a horrendous ordeal. He was brought in late last night, suffering a severe assault and electrocution. I realize calling you all in on Christmas Day is unorthodox and perhaps unfair, but this situation is truly remarkable. You see, this man, Max Dillon, should be deceased. By all rights... The trauma he endured last night should have been the end of him. Yet... Here he is. Albeit, in critical condition. But..."

The doctor tapped Max's lifeless hand just briefly, experiencing a shock... Both literally and figuratively. A small spark of static electricity jumped from Max's skin to the doctor's.

**:::Cafe Across From ESU:::**

Little bit colder than he would have liked.

But, December weather in New York, right? If it wasn't cold and snowy, then it probably wouldn't have felt like the holidays. All the same, Peter had arrived at the Cafe, which was closed, of course. Still, there was Harry seated on the stoop in front of the door, all bundled up, ready for the cold. Not knowing what else to do at the moment, Peter brushed away a clump of snow and sat down next to his friend.

"Something happened to me last night," Harry spoke, dead serious, breaths visible, "I don't know what or how. But, something happened."

"What are you talking about, man?"

Harry's eyes closed for a moment, like the memory stung, "I woke up this morning, frozen, face-down on my floor, the window wide open. And... I can't remember anything about last night. Like I blacked out."

"Harry?" was Peter hearing this right, "What... What are you saying?"

"There's a new Goblin thing," Harry explained, "Didn't you hear? It showed up last night."

New Goblin? Peter's eyes lit up. No, he hadn't heard a thing. He was too pre-occupied with Christmas and what happened to Max last night to... Wait a minute... "This guy... Max Dillon. He went to the hospital, beat up really bad, electrocuted. They don't know how he's still alive..."

Harry swallowed hard, rocking back and forth slightly, "I have a bad feeling. Like... Like I..."

"Hold up, hold up," Peter stood, trying to process this new information, "Harry, what the hell are you saying here?"

Harry glared at Peter, "You know what I'm saying, Peter."

"No," Peter wasn't ready to believe such a thing, "It wasn't you. I mean... Why would it be? How? Call me crazy, but you haven't been experimented on or anything lately, right?"

"I'm telling you... I have the worst feeling today," Harry couldn't shake it, "I've never blacked out before. I've never woke up on my bedroom floor before. I never felt this before. Dude, this is the worst. I... What if..."

"Just go home, get some sleep," Peter offered advice, "You were probably partying last night and someone put something in the drinks. The last time there was a Goblin... He didn't change until he was ready to die. Plus, it involved a spider."

Harry wanted to believe what his friend was telling him. But, this feeling he had... This terrible gut feeling... It just wasn't going away, no matter how encouraging Peter was, "I don't feel right, Peter. I don't feel like myself. I know that something's wrong with me."

"Dude," Peter nearly laughed, "This is coming out of nowhere. Last time we talked... You were crushing on Lilly Hollister. Are you messing with me?"

Harry stood up, confronting Peter, seriousness filling his eyes, "Face it, Peter; Things are changing now... And it all started with Oscorp," then he turned and began walking away, "See you after Break, I guess."

"Wait," Peter called out, but it was no use, Harry was leaving, "Dude... Harry!? C'mon... Don't... Damn it."

Peter sighed, standing back against the bricks of the café, trying to piece together this information. New Goblin... Max was attacked... Harry blacked out and woke up weird in his bedroom. It wouldn't be the first time Harry had a bad drinking experience. But... He was so spooked... He was really scared about this. Harry Osborn a Goblin, though? Even the mere thought seemed surreal. One thing for sure, though... Harry was right about all roads leading to Oscorp.

Maybe a little detective work was in order.

**:::Stacy Household:::**

Christmas puke, anyone?

Gwen's stomach emptied into the waste bucket beside her bed as a punk tune blared through an alarm clock. She dropped onto her back, sinking into the mattress, catching her breath and cringing at the taste of vomit. Last night... Last night... How many pills did she take... She couldn't even remember last night!? The nausea gone, Gwen sat up, staring angrily at the clock put in her room by her father. Wait... Was that right... _1pm_?

Gwen all but leaped out of bed, smashing the alarm clock along the way. She quickly headed to the Christmas tree, finding a few gifts wrapped for her, along with a note stuck to the pines. From her father, of course. She read it to herself, shedding a tear or two. She shouldn't have bailed on the family dinner. But, what the hell did she bail on it for? Why couldn't she remember? The pills she took... A few were from Dr. Warren. Maybe grabbing extra of those to sleep wasn't the best of ideas, better to stick to the script on those.

So, what to do? She had Christmas all to herself, her father out fighting crime as the big Police Chief. Sigh... Maybe Netflix wasn't such a bad idea after all. No... Screw it... It may have been a little cold outside but she needed fresh air.

**:::Parker Household:::**

Ahh... The Internet.

Hard to believe, but there was far more to it than just boobs and Facebook. Case in point, Peter was busying himself with digging up news about the new Goblin that apparently appeared last night. It explained a lot... And would it also explain who was on the roof of the hospital last night as well? Eyewitness accounts didn't say other than that there was a creature lurking about the city. What if by some crazy chance... Harry was right, and really was this new Goblin? Logic told Peter the answer to that was a big ol' no, but stranger things had happened lately.

Well... Looked like he had found all he was going to for the time being. It would be time for dinner soon, anyway.

**:::New York:::**

Christmas Night.

The decorations, the lights, the snow, the happy people filling the streets, it was a good night. Although... There was one character not having such a jolly good night. The Goblin sat hidden in the crevice of a Times Square building, watching people from the shadows as they went about their merry way. The Goblin felt pain... Anguish... Despair. It was a creature, a monster snarling in the face of the happiest time of the year. It held a rage, a blood-thirst... Yet it tried to hold back... Tried to...

_"More on the condition of the Goblin attack victim from last night; Max Dillon. He is still alive, miraculously. And, even more surprising and uplifting for this holiday season, he has started to recover somewhat. Mr. Dillon has awakened from his induced coma, and while he is of course in a lot of pain and struggling some, the doctors attending have said there is no more need to keep him asleep, the pain is now manageable. This is great news for Max Dillon... An electrician from..."_

"You saw me..." the Goblin whispered, "You saw me..."

**:::The Osborn Estate:::**

The New Team.

Vincent Stegron, Ignatius Wallah, Carolyn Trainer, Samuel Smithers, Morris Bench. These people of all walks comprised the new batch of scientists soon working at Oscorp. Jonathon Ohnn, Fritz Von Meyer, Jackie Arvad, Michael Morbius, Spencer Smythe, they were all experts in fringe science. They had all been called in from around the world, Norman tapping into many resources and contacts to make this happen. He wanted the best money could buy, and he had just that. Though, there was one who declined...

"I was expecting one more," Norman announced to the table, Sergei Kravinoff behind him, Victoria Hand was seated next to Norman, "But... It would seem he declined."

"Connors," Vincent Stegron spoke, perhaps out of turn, but no one cared.

Norman simply nodded, "No matter, though," he raised a glass, "I'm confident that all of you together can help thrust Oscorp into the future. Ladies and gentlemen, what do you say... I think it's time we make this world a better place."

"There is one more missing, ja?" Fritz Von Meyer, his thick German accent undeniable, "Your son?"

Norman willingly admitted the ongoing issue, "I'm afraid... When it comes to Harry... The fruit does not fall far from the tree in terms of attitude. As far as execution? Well, you all know I love my son. I just wish... Well, what can I say... I just wish he turned out better. It's not easy looking at your son and your biggest failure at the same time."

Even Sergei Kravinoff... A feared man in his native homeland.. Had to admit how cold of Norman it was to say such things about his own flesh and blood.

**:::The Hospital:::**

Ben Parker had heard the news.

Max Dillon was awake, although still heavily sedated. It wasn't enough to put him to sleep, though. Unbelievable... What a trooper... Pulling through like this. Ben was in awe, proud of Max, and wanting a front row seat to tell him just how great this all was that he could recover so well. So, there he stood, next to the hospital bed, Max barely awake, but just the smallest semblance of a smile on his lips. He knew how damn lucky he was to be alive, even if he couldn't truly express it just yet.

"This is incredible, Max," Ben was still amazed, "I mean... This is really something. You're doing it, you're pulling through. Wow."

Max wanted to talk, but he just didn't have it in him yet to do so.

"Hey, that's okay, save your strength," Ben assured him, "There will be plenty of time to talk later."

Seconds turned to minutes as Ben kept Max company, not wanting to leave until the younger man fell asleep. However, then came a valid excuse for leaving a little ahead of time, as the window burst in and there stood the menacing creature who attacked Max the night before, the new Goblin. The out of nowhere scare was nearly enough to send Ben's old heart jumping right out of his chest. But, the older man was able to stay composed enough to stand in front of Max's hospital bed...

"You have no business here, leave!" Ben shouted.

"Business..." the Goblin spoke in its raspy tone, spit dripping from its gnarly teeth, "Business isn't good... Stocks are down... Need a rally," it nodded, stepping closer slowly, alarms crying in the hallway as people scrambled every which way, "Need... A spike!" it pulled a steel spike out from under its shoddy purple clothing that was nothing but rags and bandages.

"No!" Ben jumped in the way as the Goblin threw the spike at the defenseless Max Dillon, and it stuck right into the brave man's arm, spitting blood like a busted broken pipe, "Aggghhh!"

"You're in the way..." the Goblin grabbed Ben Parker, about to throw him into the wall across the room, "You need... I need... We all need... You outta the way!"

Ben Parker was thrown, but before he could hit the wall with lethal force, it was softened by webs! He stuck there safely, though he still bled from the wound in his arm. The Goblin turned around just in time to be dropkicked by Spider-Man, the two of them crashing through the door, into the hallway and the wall next to it. With a few seconds to breathe, Peter quickly checked on his uncle, using webs to try to slow the bleeding. Ben was definitely hurting, but it wasn't anything that couldn't be fixed. Jeez... If he had hit that wall though...

Too wrapped up in his thoughts to pay attention to his Spider-Sense, the Webslinger was grabbed from behind and easily thrown out of the hospital, through the broken windows. Right behind him was the new Goblin, leaping after him! Spider-Man spun a web, the Goblin latched on and they swung down onto the top of the parking garage, landing on the flatbed of a pick-up truck.

Spider-Man tried to shake the cobwebs - _pun shamelessly intended_ - but was grabbed by the back of his head and slammed face-first a total of four times into the surface of the flatbed. Needless to say... Ouch!

The goblin hissed, holding the hero by his mask before delivering a fifth smash, "I know who you are... I know, I do! You don't know me... No one does! WHO AM I!? WHO AM I!?"

"Uhhh..." trying to block out the throbbing in his skull, "The new _Menace_ in town?"

One more slam! After this one, the Goblin stepped off the truck, onto the concrete, snow crunching under its feet. Its movements were jittery, stilted, "Me... Menace? I like Menace... _I AM MENACE_!"

"Nice to meet ya!" Spider-Man dove ahead, striking a cracking punch to Menace's jaw, knocking the monster down, but obviously not out. Spider-Man stood over his temporarily fallen opponent, "You can't be Harry, right?"

Spider-Sense... Glowing hands courtesy of Menace... Crap, not another set of fireballs like the first Goblin! Spider-Man back-flipped out-of-the-way as Menace came to life, launching fireballs from its clawed hands, blowing up the truck they had fallen on, which in turn caused a fast spreading fire throughout the top of the parking garage.

"Where did you come from?" Spider-Man wanted answers.

"Don't know..." Menace growled, seething with anger, fists still glowing, another round fired, "... DON'T CARE!"

Spider-Man dodged again, this time a street light hovering over the area was hit, sparking electricity, falling onto a car and then starting a second separate fire. This was quickly spinning out of control. Menace... Whoever it was... Needed to be put down as fast as possible.

"STOP MOVING!" the hands were then smothered by webs, giving Spider-Man an opening to dive in and tackle Menace down, "DON'T TOUCH ME!"

"Trust me," Spider-Man said after the fact, flipping up to the safer side of the garage, "It isn't pleasant for me, either."

Menace tore its hands from the webbing, ready to launch another blast, but found itself attacked again. This time, it was a head-scissors takedown that sent it flying over the edge of the parking garage. Spider-Man quickly fired a web, securing Menace to the side. Peter couldn't let this thing die. After all, Dr. Van Adder had changed back at the end... And maybe there was a way to cure the transformation before that happened.

Peter peered over the side as emergency workers tended to the fires, having just arrived on scene. There was Menace, snug in a web, passed out from all the excitement. Or perhaps from whatever it was that turned it into a Goblin in the first place. Spider-Man watched for a few moments... Waiting for a transformation... But there wasn't any.

"Spider-Man," Captain Stacy approached from behind, having just gotten out of his squad car, flanked by Stan Carter and Jean Dewolff, "What are we looking at here?"

Spider-Man looked over his shoulder, "I wish I..." Spider-Sense, but it wasn't Menace, it was armored trucks with Ravencroft painted on the side, then armored men in riot gear piling out, bee-lining for Menace, "Uhh... And who might you gentlemen be? And why does everyone always show up _after_ the fight?"

"Luther Manning," a beefed up one of the crew stepped forward, "Head of the _Ravencroft Offensive Unit_. We're here to retrieve the villain and bring him to Ravencroft Sanitarium where he'll receive the attention needed."

"Ravencroft Offensive Unit?" Stacy questioned, Spider-Man spinning his webs toward the hospital in the background, "I haven't been informed... What the hell is this?"

"A new operation," Manning explained to the captain as his men retrieved Menace, doing it with a hefty sedative to make sure nothing happened before loading it into the truck, "It's been green-lit by the _right people_. You'll find a briefing in your computer system at the NYPD."

"You gotta be kiddin' me," Carter was baffled, as was everyone else not affiliated with Ravencroft.

**:::Meanwhile:::**

Spider-Man landed outside the hospital window to check on Uncle Ben.

The room was a complete wreck. Uncle Ben had already been transferred to a different unit. At the current time, Max Dillon was being prepped for a move as well. On second thought... Peter should return to Aunt May considering she would be her own wreck once she caught wind of what happened, and rightfully so. However... just as Peter was about to fire a webline... His Spider-Sense kicked in...

From his place outside the broken window, he turned his head just in time to witness a blinding burst of electricity exploding out from Max Dillon and engulfing the entire room!

**:::Ravencroft Truck:::**

"What a first grab, huh?"

Thanks to Spider-Man, the boys' first mission was a shining success. Being secretive until finally showing up on scene was definitely the correct route to take. Everything was congratulations and handshakes, though Manning didn't partake in the frat-like camaraderie. He was a man focused solely on the task at hand. And, to him, that task wasn't completed until this creature thing was unloaded at the Sanitarium.

But then, a surprise! The Goblin's features began softening into something a _bit_ more human... A _bit_ younger than one may have anticipated. And it looked a _bit_ like...

"Well, I'll be damned," one of the guys chuckled, "You know who that is, don't ya?"

"What the hell just happened? Who is it?"

"It's..."

_**:::::ZEROBEN'S AMAZING SPIDER-MAN:::::**_

_Finally back, chapter ended up being rewritten. At first, it was going to be SHIELD taking Menace in, but then I had this idea for Ravencroft and decided to go with it. Plus... Cameos anyone? A lot of new and important characters introduced. Ignatius is just an OC I threw in. Well, OC as far as his human form. Aahhh, I've already said too much! Jackie Arvad is just an OC-Esque female version of a real minor character. The others are all actual characters.  
><em>


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